UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)



[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, ~~2017~~2018

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from to .

Commission File Number: 001-35113

GNC Holdings, Inc.

(Exact name of registrant as specified in its charter)



Delaware	20-8536244
(State or other jurisdiction of	(I.R.S. Employer
Incorporation or organization)	Identification No.)

300 Sixth Avenue	15222
Pittsburgh, Pennsylvania	(Zip Code)
(Address of principal executive offices)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

[ X ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer [ X ]	Accelerated filer [ ]	Non-accelerated filer [ ]	Smaller reporting company [ ]	Emerging growth company [ ]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes

[ X ] No

As of October ~~20, 2017,~~31, 2018, there were ~~69,002,867~~83,884,711 outstanding shares of Class A common stock, par value $0.001 per share (the “common stock”), of GNC Holdings, Inc.

TABLE OF CONTENTS



		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Unaudited Consolidated Balance Sheets as of September 30, ~~2017~~2018 and December 31, ~~2016~~2017	1
	Unaudited Consolidated Statements of ~~Income~~Operations for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	2
	Unaudited Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	3
	Unaudited Consolidated Statements of Stockholders’ ~~(Deficit) Equity~~Deficit for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	4
	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	5
	Unaudited Supplemental Cash Flow Information as of September 30, ~~2017~~2018 and ~~2016~~2017	6
	Condensed Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2328
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3440
Item 4.	Controls and Procedures	3440
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3441
Item 1A.	Risk Factors	3642
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3743
Item 3.	Defaults Upon Senior Securities	3743
Item 4.	Mine Safety Disclosures	3743
Item 5.	Other Information	3743
Item 6.	Exhibits	3844
Signatures		3945

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

(in thousands)


	September 30, 2017			December 31, 2016			September 30, 2018			December 31, 2017
Current assets:
Cash and cash equivalents	$	40,118		$	34,464		$	33,348		$	64,001
Receivables, net	133,111			129,178			131,951			126,650
Inventory (Note 3)	534,427			583,212
Inventory (Note 4)							489,639			485,732
Prepaid and other current assets	41,683			39,400			76,536			66,648
Total current assets	749,339			786,254			731,474			743,031
Long-term assets:
Goodwill (Note 4)	165,231			176,062
Goodwill							140,844			141,029
Brand name	720,000			720,000			324,400			324,400
Other intangible assets, net (Note 4)	101,485			111,229
Property, plant and equipment, net (Note 4)	207,578			232,292
Other intangible assets, net							94,461			99,715
Property, plant and equipment, net (Note 5)							159,136			186,562
Other long-term assets	25,398			30,005			29,272			25,026
Total long-term assets	1,219,692			1,269,588			748,113			776,732
Total assets	$	1,969,031		$	2,055,842		$	1,479,587		$	1,519,763
Current liabilities:
Accounts payable	$	152,513		$	179,933		$	159,100		$	153,018
Revolving credit facility (Note 5)	48,000			—
Current portion of term loan facility (Note 5)	—			12,562
Current debt (Note 6)							204,480			—
Deferred revenue and other current liabilities	107,176			115,171			121,475			114,081
Total current liabilities	307,689			307,666			485,055			267,099
Long-term liabilities:
Long-term debt (Note 5)	1,381,906			1,527,891
Deferred income taxes (Note 11)	248,538			259,203
Long-term debt (Note 6)							1,040,646			1,297,023
Deferred income taxes							43,090			56,060
Other long-term liabilities	55,607			56,129			81,479			85,502
Total long-term liabilities	1,686,051			1,843,223			1,165,215			1,438,585
Total liabilities	1,993,740			2,150,889			1,650,270			1,705,684
Contingencies (Note 7)
Contingencies (Note 8)
Stockholders’ deficit:
Common stock	115			114			130			130
Additional paid-in capital	928,460			922,687			1,006,121			1,001,315
Retained earnings	777,457			716,198			554,797			543,814
Treasury stock, at cost	(1,725,349		)	(1,725,349		)	(1,725,349		)	(1,725,349		)
Accumulated other comprehensive loss	(5,392		)	(8,697		)	(6,382		)	(5,831		)
Total stockholders’ deficit	(24,709		)	(95,047		)	(170,683		)	(185,921		)
Total liabilities and stockholders’ deficit	$	1,969,031		$	2,055,842		$	1,479,587		$	1,519,763

The accompanying notes are an integral part of the ~~consolidated financial statements.~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of ~~Income~~Operations

(unaudited)

(in thousands, except per share amounts)

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016

Revenue $ 609,469
$ 627,964
$ 1,895,301
$ 1,970,087
Cost of sales, including warehousing, distribution and occupancy 412,663
412,556
1,272,801
1,280,136
Gross profit 196,806
215,408
622,500
689,951
Selling, general, and administrative 150,961
148,392
465,575
430,448
Gains on refranchising (230 ) (383 ) (384 ) (18,283 )
Long-lived asset impairments (Note 4) 3,861
3,045
23,217
3,045
Other loss (income), net (Note 4) 1,769
(539 ) 274
(441 )
Operating income 40,445
64,893
133,818
275,182
Interest expense, net (Note 5) 16,339
15,360
48,300
45,078
Income before income taxes 24,106
49,533
85,518
230,104
Income tax expense (Note 11) 2,643
17,179
24,544
82,907
Net income $ 21,463
$ 32,354
$ 60,974
$ 147,197
Earnings per share (Note 8):

Basic $ 0.31
$ 0.47
$ 0.89
$ 2.11
Diluted $ 0.31
$ 0.47
$ 0.89
$ 2.10
Weighted average common shares outstanding (Note 8):

Basic 68,354
68,190
68,296
69,808
Diluted 68,569
68,315
68,411
69,939
Dividends declared per share $ —
$ 0.20
$ —
$ 0.60



	Three months ended September 30,					Nine months ended September 30,
	2018			2017		2018			2017

Revenue (Note 3)	$	580,185		$	612,953	$	1,805,662		$	1,918,139
Cost of sales, including warehousing, distribution and occupancy	395,483			411,661		1,206,351			1,277,202
Gross profit	184,702			201,292		599,311			640,937
Selling, general, and administrative	149,903			156,051		469,164			481,618
Long-lived asset impairments	14,556			3,861		14,556			23,217
Other loss (income), net	282			1,579		357			(40		)
Operating income	19,961			39,801		115,234			136,142
Interest expense, net (Note 6)	35,732			16,339		90,448			48,300
Loss on debt refinancing (Note 6)	—			—		16,740			—
(Loss) income before income taxes	(15,771		)	23,462		8,046			87,842
Income tax (benefit) expense (Note 11)	(7,181		)	2,406		(2,895		)	25,398
Net (loss) income	$	(8,590	)	$	21,056	$	10,941		$	62,444
(Loss) earnings per share (Note 9):
Basic	$	(0.10	)	$	0.31	$	0.13		$	0.91
Diluted	$	(0.10	)	$	0.31	$	0.13		$	0.91
Weighted average common shares outstanding (Note 9):
Basic	83,412			68,354		83,326			68,296
Diluted	83,412			68,569		83,431			68,411

The accompanying notes are an integral part of the ~~consolidated financial statements~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive (Loss) Income

(unaudited)

(in thousands)


	Three months ended September 30,					Nine months ended September 30,				Three months ended September 30,					Nine months ended September 30,
	2017		2016			2017		2016		2018			2017		2018			2017

Net income	$	21,463	$	32,354		$	60,974	$	147,197
Net (loss) income										$	(8,590	)	$	21,056	$	10,941		$	62,444
Other comprehensive income (loss):
Net change in interest rate swaps:
Periodic revaluation of interest rate swap, net of tax (expense) benefit of ($0.4 million) and $0.1 million										963			—		(212		)	—
Reclassification adjustment for interest recognized in Consolidated Statement of Operations, net of tax expense of $0.3 million										610			—		623			—
Net change in unrecognized gain on interest rate swaps, net of tax										1,573			—		411			—
Foreign currency translation gain (loss)	1,705		(592		)	3,305		2,263		834			1,705		(962		)	3,305
Comprehensive income	$	23,168	$	31,762		$	64,279	$	149,460
Other comprehensive income (loss)										2,407			1,705		(551		)	3,305
Comprehensive (loss) income										$	(6,183	)	$	22,761	$	10,390		$	65,749

The accompanying notes are an integral part of the ~~consolidated financial statements~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ ~~(Deficit) Equity~~Deficit

(unaudited)

(in thousands)


	Common Stock				Treasury Stock				Paid-in Capital				Retained Earnings			Accumulated Other Comprehensive Loss				Total Stockholders’ (Deficit) Equity			Common Stock						Treasury Stock				Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss				Total Stockholders’ Deficit
	Class A											Class A
												Shares							Dollars
Balance at December 31, 2017																							83,567			$	130		$	(1,725,349	)		$	1,001,315		$	543,814		$	(5,831	)		$	(185,921	)
Comprehensive income																							—			—			—				—			10,941			(551		)		10,390
Dividend forfeitures on restricted stock																							—			—			—				—			42			—				42
Restricted stock awards																							397			—			—				—			—			—				—
Minimum tax withholding requirements																							(79	)		—			—				(296		)	—			—				(296		)
Stock-based compensation																							—			—			—				5,102			—			—				5,102
Balance at September 30, 2018																							83,885			$	130		$	(1,725,349	)		$	1,006,121		$	554,797		$	(6,382	)		$	(170,683	)
	Shares		Dollars					Treasury Stock				Paid-in Capital					Retained Earnings							Accumulated Other Comprehensive Loss				Total Stockholders’ (Deficit) Equity
Balance at December 31, 2016	68,399		$	114							68,399					$						114								$	(1,725,349	)		$	922,687		$	693,682		$	(8,697	)		$	(117,563	)
Comprehensive income	—		—								—					—						—									—				62,444			3,305			65,749
Dividend forfeitures on restricted stock	—		—						—				—			285				—				285			—		—				—			—			285				—				285
Restricted stock awards	636		1		—					—				—				—				1			636			1			—				—			—			—				1
Minimum tax withholding requirements	(32	)	—		—				(252		)		—			—				(252		)	(32	)		—			—				(252		)	—			—				(252		)
Stock-based compensation	—		—		—				6,025				—			—				6,025			—			—			—				6,025			—			—				6,025
Balance at September 30, 2017	69,003		$	115	$	(1,725,349	)		$	928,460			$	777,457		$	(5,392	)		$	(24,709	)	69,003			$	115		$	(1,725,349	)		$	928,460		$	756,411		$	(5,392	)		$	(45,755	)

Balance at December 31, 2015	76,276		$	114	$	(1,496,180	)		$	916,128			$	1,058,148		$	(9,649	)		$	468,561
Comprehensive income	—		—		—				—				147,197			2,263				149,460
Purchase of treasury stock	(7,926	)	—		(229,169		)		—				—			—				(229,169		)
Dividends declared	—		—		—				—				(41,939		)	—				(41,939		)
Exercise of stock options	23		—		—				343				—			—				343
Restricted stock awards	72		—		—				—				—			—				—
Minimum tax withholding requirements	(47	)	—		—				(1,126		)		—			—				(1,126		)
Net excess tax benefits from stock-based compensation	—		—		—				(742		)		—			—				(742		)
Stock-based compensation	—		—		—				7,191				—			—				7,191
Balance at September 30, 2016	68,398		$	114	$	(1,725,349	)		$	921,794			$	1,163,406		$	(7,386	)		$	352,579

The accompanying notes are an integral part of the ~~consolidated financial statements.~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)


	Nine months ended September 30,						Nine months ended September 30,
	2017			2016			2018			2017
Cash flows from operating activities:
Net income	$	60,974		$	147,197		$	10,941		$	62,444
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	43,688			43,547			36,002			43,688
Amortization of debt costs	9,893			9,419			14,583			9,893
Stock-based compensation	6,025			7,191			5,102			6,025
Long-lived asset impairments	23,217			3,045			14,556			23,217
Gains on refranchising	(384		)	(18,283		)	(276		)	(314		)
Loss on debt refinancing							16,740			—
Third-party fees associated with refinancing							(16,322		)	—
Changes in assets and liabilities:
Decrease in receivables	1,204			3,519
Decrease (Increase) in inventory	43,468			(71,760		)
(Increase) in prepaid and other current assets	(2,502		)	(5,342		)
(Decrease) Increase in accounts payable	(19,732		)	35,700
(Decrease) Increase in deferred revenue and accrued liabilities	(18,769		)	13,515
(Increase) decrease in receivables							(6,080		)	1,204
(Increase) decrease in inventory							(5,794		)	45,753
Increase in prepaid and other current assets							(6,552		)	(5,205		)
Increase (decrease) in accounts payable							6,860			(19,732		)
Decrease in deferred revenue and accrued liabilities							(10,565		)	(19,891		)
Other operating activities	2,486			1,999			(3,506		)	2,486
Net cash provided by operating activities	149,568			169,747			55,689			149,568

Cash flows from investing activities:
Capital expenditures	(26,210		)	(35,368		)	(13,355		)	(26,210		)
Refranchising proceeds	3,410			30,306			2,136			3,410
Store acquisition costs	(1,930		)	(1,918		)	(220		)	(1,930		)
Net cash used in investing activities	(24,730		)	(6,980		)	(11,439		)	(24,730		)

Cash flows from financing activities:
Borrowings under revolving credit facility	177,500			197,000			261,500			177,500
Payments on revolving credit facility	(256,500		)	(103,000		)	(261,500		)	(256,500		)
Payments on term loan facility	(40,853		)	(3,412		)
Debt issuance costs	—			(1,712		)
Proceeds from exercise of stock options	—			343
Gross excess tax benefit from stock-based compensation	—			162
Payments on Tranche B-1 Term Loan							(3,413		)	(40,853		)
Payments on Tranche B-2 Term Loan							(32,100		)	—
Original Issuance Discount and revolving credit facility fees							(35,235		)	—
Deferred fees associated with pending equity transaction							(3,443		)	—
Minimum tax withholding requirements	(252		)	(1,126		)	(296		)	(252		)
Cash paid for treasury stock	—			(229,169		)
Dividends paid to shareholders	—			(41,613		)
Net cash used in financing activities	(120,105		)	(182,527		)	(74,487		)	(120,105		)

Effect of exchange rate changes on cash and cash equivalents	921			501			(416		)	921
Net increase (decrease) in cash and cash equivalents	5,654			(19,259		)
Net (decrease) increase in cash and cash equivalents							(30,653		)	5,654
Beginning balance, cash and cash equivalents	34,464			56,462			64,001			34,464
Ending balance, cash and cash equivalents	$	40,118		$	37,203		$	33,348		$	40,118

The accompanying notes are an integral part of the ~~consolidated financial statements.~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Supplemental Cash Flow Information

(unaudited)

(in thousands)

As of September 30,
2017 2016
Non-cash investing activities:
Accrued capital expenditures $ 2,141
$ 3,432
Receivable related to sale of Lucky Vitamin 7,117
—



	As of September 30,
	2018		2017
Non-cash investing activities:
Capital expenditures in current liabilities	$	1,177	$	2,141
Receivable related to the sale of Lucky Vitamin	—		7,117
Non-cash financing activities:
Original issuance discount (Note 6)	$	13,231	$	—

The accompanying notes are an integral part of the ~~consolidated financial statements.~~Consolidated Financial Statements.

GNC HOLDINGS, INC. AND SUBSIDIARIES

Condensed Notes to the Unaudited Consolidated Financial Statements

NOTE 1. 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~~health and wellness brand with a diversified, multi-channel business. The Company's assortment of ~~health, wellness~~performance and ~~performance products, including protein, performance supplements, weight management~~nutritional supplements, vitamins, herbs and greens, ~~wellness supplements,~~ health and beauty, food and drink and other general ~~merchandise.~~merchandise features innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC.

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 reportable segments, U.S. and Canada, International, and Manufacturing / Wholesale. Corporate retail store operations are located in the United States, Canada, Puerto Rico, China and Ireland. In addition, the Company offers products on the internet through GNC.com, third-party websites, and ~~LuckyVitamin.com,~~prior to the ~~assets~~sale of ~~which were sold~~its assets on September 30, 2017, ~~(see Note 4, "Goodwill and Other Long-Lived Assets" for more information).~~LuckyVitamin.com. Franchise locations exist in the United States and approximately 50 other countries. The Company operates its primary manufacturing facility in South Carolina and distribution centers in Arizona, Indiana, Pennsylvania and South Carolina. The Company manufactures approximately half of its branded products and 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 various federal agencies, including the Food and Drug Administration, the Federal Trade Commission, 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.

NOTE 2. BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements, which have been prepared in accordance with the applicable rules of the Securities and Exchange Commission, include all adjustments (consisting of a normal and recurring nature) that management considers necessary to fairly state the Company's results of operations, financial position and cash flows. The December 31, ~~2016~~2017 Consolidated Balance Sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). These interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and ~~notes~~Footnotes included in the Company’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 ("~~2016~~2017 10-K"). Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, ~~2017.~~2018.

Recently Adopted Accounting Pronouncements

In ~~January~~December 2017, the Financial Accounting Standards Board ~~(the "FASB"~~("FASB") issued Accounting Standards Update ("ASU") ~~2017-04,~~2017-12, which simplifies the ~~subsequent~~application of certain hedge accounting guidance to better align hedge accounting with an organization’s risk management activities in the financial statements. This standard eliminated the separate measurement and reporting of ~~goodwill by eliminating Step 2 from~~hedge ineffectiveness. Mismatches between changes in value of the ~~goodwill impairment test. Under~~hedged item and hedging instrument may still occur but they will no longer be separately reported. For cash flow and net investment hedges, all changes in value of the ~~new guidance, an entity~~hedging instrument included in the assessment of effectiveness will ~~recognize an impairment charge for~~be deferred in other comprehensive income and recognized in earnings at the ~~amount by which~~same time that the ~~carrying value exceeds the fair value. This~~hedged item affects earnings. The standard is effective for all entities for annual ~~or any~~periods, and interim ~~goodwill impairment tests in fiscal years~~periods within those annual periods, beginning after December 15, ~~2019.~~2018. Early adoption is ~~permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.~~permitted. The Company ~~has~~ adopted this ~~ASU in~~standard during the second quarter of ~~2017. Refer to Note 4, "Goodwill and Other Long-Lived Assets" for a description of the goodwill impairment recorded within the Company's Lucky Vitamin reporting unit in the second quarter of 2017.~~

~~In March 2016, the FASB issued ASU 2016-09,~~fiscal 2018, which includes multiple provisions intended to simplify various aspects of accounting and reporting for share-based payments. The difference between the deduction for tax purposes and the compensation cost of a share-based payment award results in either an excess tax benefit or deficiency. Formerly, these excess tax benefits were recognized in additional paid-in capital and tax deficiencies (to the extent there were previous tax benefits) were recognized as an offset to accumulated excess tax benefits. If no previous tax benefit existed, the deficiencies were recognized in the income statement as an increase to income tax expense. The changes require all excess tax benefits and tax deficiencies related to share-based payments be recognized as income tax expense or benefit in the income statement. Gross excess tax benefits in the cash flow statement have also changed from the prior presentation as a financing activity to being classified as an operating activity. Lastly, excess tax benefits are no longer included in the assumed proceeds of the diluted EPS calculation, which results in stock-based awards

being more dilutive. This standard is effective prospectively for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU in the first quarter of 2017, which did not have a material impactwas applied to the ~~Consolidated Financial Statements.~~

~~In November 2015, the FASB issued ASU 2015-17, which requires an entity to classify deferred tax assets and liabilities as noncurrent on the balance sheet. This~~interest rate swaps entered into described below in Note 6 "Long-Term Debt / Interest Expense." The adoption of this standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. The Company has adopted this ASU during the first quarter of fiscal 2017, with retrospective application. The Company reclassified $12.9 million of current deferred income tax assets formerly presented within total current assets as a $12.8 million reduction to deferred income taxes presented within total long-term liabilities and a $0.1 million increase to other long-term assets at December 31, 2016 on the Consolidated Balance Sheet to conform to the current year presentation.

In July 2015, the FASB issued ASU 2015-11, which requires an entity that determines the cost of inventory by methods other than last-in, first-out and the retail inventory method to measure inventory at the lower of cost and net realizable value. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. Accordingly, the Company has adopted this ASU in the first quarter of 2017, which did not have a material effect on the ~~Company’s~~Company's Consolidated Financial Statements.

~~Recently Issued Accounting Pronouncements~~

In May 2017, the FASB issued ASU 2017-09, which amends the scope of modification accounting for share-based payment arrangements. This standard states that an entity should account for the effects of a modification unless all of the following are met: 1) ~~The~~the fair value of the modified award is the same as the fair value of the original award immediately before the original award is ~~modified. If~~modified (if the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the ~~modification;~~modification); 2) ~~The~~the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and 3) ~~The~~the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The standard is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. ~~Early adoption is permitted.~~ The Company ~~does~~adopted this standard during the first quarter of fiscal 2018 which did not ~~expect the impact of the new standard to~~ have ~~a material~~an impact to the Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, which addresses changes to the classification of certain cash receipts and cash payments within the statement of cash flows in order to address diversity in practice. In connection with the adoption of this ASU, the Company presented the third-party fees relating to the term loan refinancing as an operating cash flow on the Consolidated Statement of Cash Flows. In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash and restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of ASU 2016-18 did not have an impact to the Consolidated Statement of Cash Flows. Both standards ~~are~~were effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. ~~The Company does not expect the impact~~

Adoption of ~~these new standards to have a material impact to the Consolidated Statement of Cash Flows.~~

New Revenue Recognition ~~Update~~Standard

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which updates revenue recognition guidance relating to contracts with customers. This standard states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is ~~in effect~~effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The ~~standard may be applied retrospectively to each prior period presented (full retrospective method) or retrospectively with~~Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC 606") during the ~~cumulative effect recognized as~~first quarter of ~~the date of adoption (modified retrospective method). The Company currently expects to apply~~fiscal 2018 using the full retrospective ~~method upon adoption.~~method.

The ~~Company~~adoption of ASC 606 does not ~~believe the standard will~~ impact ~~its~~ recognition of point-of-sale revenue in company-owned stores, most wholesale sales, royalties and sublease revenue, together which account for approximately 90%

of the Company’s revenue. ~~While the Company continues to assess the potential impact of the new standard, management believes the following revenue transactions will be impacted.~~ The new standard ~~is not expected to have any~~has no impact on the timing or classification of the Company’s cash flows as reported in the Consolidated Statement of Cash ~~Flows.~~Flows and is not expected to have a significant impact on the Company’s Consolidated Statement of Operations in future periods. The Company recorded a reduction to retained earnings, net of tax, at January 1, 2016 (opening balance) and December 31, 2016 of approximately $23 million primarily relating to an increase in deferred franchise fees. Below is a description of the changes that resulted from the new standard.

Franchise fees. The Company's ~~current~~previous accounting policy for franchise ~~fees~~ and license fees received for new store openings and renewals iswas to recognize these fees when earned per the contract terms, which is when a new store ~~opens~~opened or at the start of a new term. In accordance with the new guidance, these fees ~~will be~~are now deferred and recognized over the applicable license term as the Company satisfies the performance obligation of granting the customer access to the rights of the Company’s intellectual property. This change ~~will impact~~impacted all of the Company’s reportable segments. In addition, franchise fees received as part of a sale of a company-owned store to a franchisee ~~will be~~are now recorded as described above as part of revenue and will no longer be presented as part of gains on refranchising. The Company does not anticipate the impact of this change to be material to the Company’s Consolidated Statement of Income. The Company expects to have a larger deferred revenue amount on the Consolidated Balance Sheet in future periods after adoption of the new standard as a result of this change.

Cooperative advertising and other franchise support fees.The Company ~~currently classifies~~previously classified advertising and other franchise support fees received from domestic franchisees as a reduction to selling, general and administrative ~~expense.~~expense and cost of sales on the Consolidated Statement of Operations. In accordance with the new guidance, these fees ~~will be~~are now required to be classified as revenue within the U.S. and Canada segment. The new standard isdoes not ~~expected to have an~~ impact on the timing of recognition of this income or on the ~~Company’s~~ Consolidated Balance Sheet.

Specialty manufacturing.The Company ~~currently recognizes~~previously recognized revenue for products manufactured and sold to customers at a point in time when risk of loss, title and insurable risks have transferred to the customer, net of estimated returns and allowances. Under the new standard, revenue is required to be recognized over time as manufacturing occurs if the customized goods have no alternative use to the manufacturer, and the manufacturer has an enforceable right to payment for performance completed to date. This change ~~will impact~~impacts contract manufacturing sales

to third-parties recorded in the Manufacturing / Wholesale ~~segment and to a lesser extent, a portion of sales recorded in the International segment to international franchisees for certain country specific product formulations produced by the Company.~~segment. The Company ~~does not anticipate the impact of this change will be material to the Company’s Consolidated Statement of Income. The Company will record~~is now recording a reduction to inventory as applicable custom manufacturing services are completed with a corresponding contract asset including the applicable markup, recorded within prepaid and other current assets on the Consolidated Balance Sheet.

~~E-Commerce~~E-commerce revenues. The Company ~~currently records~~previously recorded revenue to its e-commerce customers upon delivery. Under the new guidance, the Company ~~expects to recognize~~is now recognizing revenue upon shipment based on meeting the transfer of control criteria. The Company ~~expects to make~~has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers ~~will be~~are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. The ~~new standard is~~Company has not ~~expected to have a material impact on~~revised prior period balances for e-commerce revenues because the ~~timing of recognition of this income or on the Company’s Consolidated Balance Sheet.~~changes are not material.

Loyalty.Effective with the launch of the One New GNC on December 29, 2016, the Company introduced a free points-based myGNC Rewards loyalty program system-wide in the U.S. The Company utilized the new revenue recognition standard to account for this program in 2017, the difference of which was immaterial relative to the standard in effect at that time.

Refer to Note 3 "Revenue" for additional information relating to the impact of adopting ASC 606.

Revisions to Prior Periods

As a result of adopting ASC 606 on January 1, 2018, the Company has revised its comparative financial statements for the years ended December 31, 2016 and 2017, and applicable interim periods within those years, as if ASC 606 had been effective for those periods. Additionally, the cumulative effect of applying the new guidance to all contracts with customers that were not completed was recorded as an adjustment to retained earnings as of January 1, 2016.

The impact of the adoption of ASC 606 on the Company's Consolidated Balance Sheet as of December 31, 2017 was as follows:




	As Previously Reported			Franchise Fees			Specialty Manufacturing			Total Adjustments			As Revised
	(in thousands)
Inventory	$	506,858		$	—		$	(21,126	)	$	(21,126	)	$	485,732
Prepaid and other current assets	42,320			—			24,328			24,328			66,648
Total current assets	739,829			—			3,202			3,202			743,031
Total assets	$	1,516,561		$	—		$	3,202		$	3,202		$	1,519,763

Deferred revenue and other current liabilities	$	108,672		$	5,409		$	—		$	5,409		$	114,081
Total current liabilities	261,690			5,409			—			5,409			267,099
Deferred income taxes	64,121			(8,868		)	807			(8,061		)	56,060
Other long-term liabilities	55,721			29,781			—			29,781			85,502
Total long-term liabilities	1,416,865			20,913			807			21,720			1,438,585
Total liabilities	1,678,555			26,322			807			27,129			1,705,684
Retained earnings	567,741			(26,322		)	2,395			(23,927		)	543,814
Total stockholders' deficit	(161,994		)	(26,322		)	2,395			(23,927		)	(185,921		)
Total liabilities and stockholders' deficit	$	1,516,561		$	—		$	3,202		$	3,202		$	1,519,763

The impact of the adoption of ASC 606 on the Consolidated Statements of Operations for the three and nine months ended September 30, 2017 was as follows:



	Three months ended September 30, 2017
	As Previously Reported		Franchise Fees			Specialty Manufacturing			Cooperative Advertising and Other Franchise Support Fees		Total Adjustments			As Revised
	(in thousands, except per share amounts)
Revenue	$	609,469	$	(360	)	$	(1,925	)	$	5,769	$	3,484		$	612,953
Cost of sales ⁽¹⁾	412,663		—			(1,681		)	679		(1,002		)	411,661
Gross profit	196,806		(360		)	(244		)	5,090		4,486			201,292
SG&A ⁽²⁾	150,961		—			—			5,090		5,090			156,051
Long-lived asset impairments	3,861		—			—			—		—			3,861
Other income, net	1,539		40			—			—		40			1,579
Operating income	40,445		(400		)	(244		)	—		(644		)	39,801
Interest expense, net	16,339		—			—			—		—			16,339
Income before income taxes	24,106		(400		)	(244		)	—		(644		)	23,462
Income tax expense	2,643		(146		)	(91		)	—		(237		)	2,406
Net income	$	21,463	$	(254	)	$	(153	)	$	—	$	(407	)	$	21,056
Earnings per share:
Basic	$	0.31	$	—		$	—		$	—	$	—		$	0.31
Diluted	$	0.31	$	—		$	—		$	—	$	—		$	0.31



	Nine months ended September 30, 2017
	As Previously Reported			Franchise Fees		Specialty Manufacturing		Cooperative Advertising and Other Franchise Support Fees		Total Adjustments		As Revised
	(in thousands, except per share amounts)
Revenue	$	1,895,301		$	1,976	$	2,703	$	18,159	$	22,838	$	1,918,139
Cost of sales ⁽¹⁾	1,272,801			—		2,285		2,116		4,401		1,277,202
Gross profit	622,500			1,976		418		16,043		18,437		640,937
SG&A ⁽²⁾	465,575			—		—		16,043		16,043		481,618
Long-lived asset impairments	23,217			—		—		—		—		23,217
Other income, net	(110		)	70		—		—		70		(40		)
Operating income	133,818			1,906		418		—		2,324		136,142
Interest expense, net	48,300			—		—		—		—		48,300
Income before income taxes	85,518			1,906		418		—		2,324		87,842
Income tax expense	24,544			701		153		—		854		25,398
Net income	$	60,974		$	1,205	$	265	$	—	$	1,470	$	62,444
Earnings per share:
Basic	$	0.89		$	0.02	$	—	$	—	$	0.02	$	0.91
Diluted	$	0.89		$	0.02	$	—	$	—	$	0.02	$	0.91

(1) Includes warehousing, distribution and occupancy.

(2) Defined as selling, general and administrative expense.

The impact of adoption of ASC 606 on the Company's reportable segments for the three and nine months ended September 30, 2017 was as follows:



	Three months ended September 30, 2017
	As Previously Reported			Franchise Fees			Specialty Manufacturing			Cooperative Advertising and Other Franchise Support Fees		Total Adjustments			As Revised
	(in thousands)
Revenue:
U.S. and Canada	$	486,282		$	332		$	—		$	5,769	$	6,101		$	492,383
International	49,057			(599		)	—			—		(599		)	48,458
Manufacturing / Wholesale:
Intersegment revenues	58,037			—			—			—		—			58,037
Third party	53,304			(93		)	(1,925		)	—		(2,018		)	51,286
Subtotal Manufacturing / Wholesale	111,341			(93		)	(1,925		)	—		(2,018		)	109,323
Total reportable segment revenues	646,680			(360		)	(1,925		)	5,769		3,484			650,164
Other	20,826			—			—			—		—			20,826
Elimination of intersegment revenues	(58,037		)	—			—			—		—			(58,037		)
Total revenue	$	609,469		$	(360	)	$	(1,925	)	$	5,769	$	3,484		$	612,953
Operating income:
U.S. and Canada	$	31,572		$	292		$	—		$	—	$	292		$	31,864
International	16,768			(599		)	—			—		(599		)	16,169
Manufacturing / Wholesale	19,505			(93		)	(244		)	—		(337		)	19,168
Total reportable segment operating income	67,845			(400		)	(244		)	—		(644		)	67,201
Corporate costs	(25,558		)	—			—			—		—			(25,558		)
Other	(1,842		)	—			—			—		—			(1,842		)
Unallocated corporate and other	(27,400		)	—			—			—		—			(27,400		)
Total operating income	$	40,445		$	(400	)	$	(244	)	$	—	$	(644	)	$	39,801



	Nine months ended September 30, 2017
	As Previously Reported			Franchise Fees			Specialty Manufacturing		Cooperative Advertising and Other Franchise Support Fees		Total Adjustments			As Revised
	(in thousands)
Revenue:
U.S. and Canada	$	1,537,265		$	1,394		$	—	$	18,159	$	19,553		$	1,556,818
International	132,105			(83		)	—		—		(83		)	132,022
Manufacturing / Wholesale:
Intersegment revenues	175,335			—			—		—		—			175,335
Third party	159,749			665			2,703		—		3,368			163,117
Subtotal Manufacturing / Wholesale	335,084			665			2,703		—		3,368			338,452
Total reportable segment revenues	2,004,454			1,976			2,703		18,159		22,838			2,027,292
Other	66,182			—			—		—		—			66,182
Elimination of intersegment revenues	(175,335		)	—			—		—		—			(175,335		)
Total revenue	$	1,895,301		$	1,976		$	2,703	$	18,159	$	22,838		$	1,918,139
Operating income:
U.S. and Canada	$	133,520		$	1,324		$	—	$	—	$	1,324		$	134,844
International	46,908			(83		)	—		—		(83		)	46,825
Manufacturing / Wholesale	53,989			665			418		—		1,083			55,072
Total reportable segment operating income	234,417			1,906			418		—		2,324			236,741
Corporate costs	(79,839		)	—			—		—		—			(79,839		)
Other	(20,760		)	—			—		—		—			(20,760		)
Unallocated corporate and other	(100,599		)	—			—				—			(100,599		)
Total operating income	$	133,818		$	1,906		$	418	$	—	$	2,324		$	136,142

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-15, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-used software. This standard is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of the new standard to have a material impact to the Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments for all leases with a term greater than 12 months. This standard is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018 and is required to be applied using a modified retrospective approach. In July 2018, the FASB issued ASU 2018-11, which provides companies with the option to apply the new lease standard either at the beginning of the earliest comparative period presented or in the period of adoption. The Company will elect this optional transition relief amendment that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. The Company has completed scoping of its lease portfolio, identified its significant leases and made progress in developing accounting policies and policy elections upon adoption of the new standard. In addition, the Company is currently implementing a new lease management and accounting software to comply with the new standard and is evaluating its processes and internal controls to identify any resulting changes upon adoption. The Company has a significant number of leases, and as a result, expects this guidance to have a material impact on its Consolidated Balance Sheet, the impact of which is currently being evaluated.

NOTE 3. REVENUE

Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs with the transfer of control of products or services. The Company satisfies performance obligations either over time or at a point in time as discussed in further detail below. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. Applicable sales tax collected concurrent with revenue-producing activities are excluded from revenue.

U.S. and Canada Revenue

The following is a summary of revenue disaggregated by major source in the U.S. and Canada segment:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
U.S. company-owned product sales: ⁽¹⁾	(in thousands)
Protein	$	76,738	$	83,652	$	251,480	$	266,621
Performance supplements	68,809		69,770		217,525		217,787
Weight management	29,575		32,622		108,048		112,897
Vitamins	48,322		51,015		148,188		154,363
Herbs / Greens	15,872		16,817		48,975		49,552
Wellness	46,245		47,888		143,626		147,484
Health / Beauty	43,332		48,027		138,911		145,624
Food / Drink	28,325		23,248		82,394		72,818
General merchandise	5,637		6,732		18,577		21,941
Total U.S. company-owned product sales	$	362,855	$	379,771	$	1,157,724	$	1,189,087
Wholesale sales to franchisees	58,199		59,413		176,034		189,776
Royalties and franchise fees	7,939		8,649		25,219		27,472
Sublease income	11,087		12,170		34,485		37,128
Cooperative advertising and other franchise support fees	4,739		5,769		16,245		18,159
Gold Card revenue recognized in U.S.⁽²⁾	—		—		—		24,399
Other ⁽³⁾	31,700		26,611		96,543		70,797
Total U.S. and Canada revenue	$	476,519	$	492,383	$	1,506,250	$	1,556,818


(1)	Includes GNC.com sales.


(2)	The Gold Card Member Pricing program in the U.S. was discontinued in December 2016 in connection with the launch of the One New GNC which resulted in $24.4 million of deferred Gold Card revenue being recognized in the first quarter of 2017, net of $1.4 million in applicable coupon redemptions.


(3)	Includes revenue primarily related to Canada operations and loyalty programs, myGNC Rewards and PRO Access. The increase compared to the prior year period primarily relates to the Company's loyalty programs.

International Revenue

The following is a summary of the revenue disaggregated by major source in the International reportable segment:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
	(in thousands)
Wholesale sales to franchisees	$	32,321	$	28,941	$	81,266	$	80,747
Royalties and franchise fees	7,150		6,509		20,347		19,360
Other^(*)	11,936		13,008		38,494		31,915
Total International revenue	$	51,407	$	48,458	$	140,107	$	132,022

(*) Includes revenue primarily related to China operations and company-owned stores located in Ireland.

Manufacturing / Wholesale Revenue

The following is a summary of the revenue disaggregated by major source in the Manufacturing / Wholesale reportable segment:



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
	(in thousands)
Third-party contract manufacturing	$	31,212	$	29,260	$	94,514	$	97,222
Intersegment sales	63,695		58,037		193,596		175,335
Wholesale partner sales	21,047		22,026		64,791		65,895
Total Manufacturing / Wholesale revenue	$	115,954	$	109,323	$	352,901	$	338,452

Revenue by Geography

The following is a summary of the revenue by geography.



	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Total revenues by geographic areas:	(in thousands)
United States	$	545,332	$	574,053	$	1,696,887	$	1,808,745
Foreign	34,853		38,900		108,775		109,394
Total revenues (*)	$	580,185	$	612,953	$	1,805,662	$	1,918,139

(*) Prior year revenue includes revenue from Lucky Vitamin, which was sold on September 30, 2017.

Revenue Recognition Policies

Within the U.S. and Canada segment, retail sales in company-owned stores are recognized at the point of sale. Revenue related to e-commerce sales is recognized upon shipment based on meeting the transfer of control criteria. The Company has made a policy election to treat shipping and handling as costs to fulfill the contract, and as a result, any fees received from customers are included in the transaction price allocated to the performance obligation of providing goods with a corresponding amount accrued within cost of sales for amounts paid to applicable carriers. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. A provision for anticipated returns is recorded through a reduction of sales and cost of sales (for product that can be resold or returned to vendors) in the period that the related sales are recorded.

Effective with the launch of the One New GNC on December 29, 2016, the Company introduced myGNC Rewards, a free points-based loyalty program while discontinuing its Gold Card Member Pricing program system-

wide in the U.S. The loyalty program enables customers to earn points based on their purchases. Points earned by members are valid for one year and may be redeemed for cash discounts on any product the Company sells ~~in domestic~~at both company-owned or franchise locations. The Company defers the estimated ~~stand-alone~~standalone selling price of points related to this program as a reduction to revenue as points are earned by allocating a portion of the transaction price the customer pays to a loyalty program liability within deferred revenue and other current liabilities on the Consolidated Balance Sheet. The estimated selling price of ~~points earned are~~each point is based on the estimated value of product for which the ~~points are~~point is expected to be redeemed, net of points not expected to be redeemed, based on historical ~~redemption.~~redemption rates. When a customer redeems earned points, revenue is recognized with a corresponding reduction to the program liability.

Also effective with the launch of the One New GNC, the Company began offering a paid membership program, PRO Access, for $39.99 per year, which provides members with the delivery of sample boxes throughout the membership year, as well as the offering of certain other benefits including the opportunity to earn triple points on a periodic basis. The boxes include sample merchandise and other materials. The Company allocates the transaction price of the membership to the sample boxes and other benefits based on estimated relative stand-alone prices. The membership price paid is ~~utilizing~~recorded within deferred revenue and other current liabilities on the ~~new~~Consolidated Balance Sheet and recognized as revenue ~~recognition standard~~as the underlying performance obligations are satisfied.

Revenue from gift cards is recognized when the gift card is redeemed. Gift cards do not have expiration dates and are not required to ~~account~~be escheated to government authorities. Utilizing historical redemption rates, the Company recognizes revenue for ~~this~~amounts not expected to be redeemed proportionately as other gift card balances are redeemed.

Revenues from domestic and international franchisees include wholesale product sales, franchise fees and royalties, as well as cooperative advertising and other franchise support fees specific to domestic franchisees. Revenues are recorded within the U.S. and Canada segment for domestic franchisees and the International segment for international franchisees. The Company's franchisees purchase a significant amount of the products they sell in their retail stores from the Company at wholesale prices. Revenue on product sales to franchisees and other franchise support fees (including construction, equipment and other administrative fees) are recognized upon transfer of control to the franchisee, net of estimated returns and allowances. Franchise license fees, royalties and continuing services, such as cooperative advertising, are not separate and distinct performance obligations as they are highly dependent on each other in supporting the overall brand. Franchise fees for the license are paid in advance, and are deferred and recognized over the applicable license term as the Company satisfies the performance obligation of granting the customer access to the rights of its intellectual property. Franchise royalties and cooperative advertising contributions are variable consideration based on a percentage of the franchisees' retail sales, which are recognized in the period the franchisees' underlying sales occur, and are not included in the upfront transaction price for the overall performance obligation relating to providing access to the Company's intellectual property.

The Manufacturing / Wholesale segment sells product to the Company's other segments, which is eliminated in consolidation, and third-party customers. Revenue is recognized over time, net of estimated returns and allowances, as manufacturing occurs if the customized goods have no alternative use (specially made for the end customer) and the Company has an enforceable right to payment for performance completed to date (even if such right is not enforced in practice). The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company uses the cost-to-cost measure of progress for its contracts because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. Costs to fulfill include labor, materials, other direct costs and an allocation of indirect costs, which are recognized as cost of sales as revenue is recognized. Services for specialty manufacturing contracts typically have an expected duration of less than one year.

Balances from Contracts with Customers

Contract assets relating to specialty manufacturing include amounts related to the Company's contractual right to consideration for completed performance obligations not yet invoiced, and were $27.9 million and $24.3 million at September 30, 2018 and December 31, 2017, respectively, recorded within prepaid and other current assets on the accompanying Consolidated Balance Sheets (with a corresponding reduction to inventory at cost). Contract liabilities include payments received in advance of performance under the contract.

The following table presents changes in the Company’s contract liabilities:



	Nine months ended September 30, 2018
	Balance at beginning of period		Recognition of revenue included in beginning balance			Contract liability, net of revenue recognized during the period		Balance at end of period
	(in thousands)
Deferred franchise and license fees	$	38,011	$	(7,739	)	$	4,128	$	34,400
PRO Access and loyalty program points	24,464		(22,942		)	24,512		26,034
Gift card liability ^(*)	4,172		(2,430		)	159		1,901

(*) Net of estimated breakage

The Company's PRO Access and loyalty program points are recorded within deferred revenue and other current liabilities on the ~~difference~~Consolidated Balance Sheets. Deferred franchise and license fees are recorded within deferred revenue and other current liabilities and other long-term liabilities on the Consolidated Balance Sheets. As of September 30, 2018, the Company had deferred franchise and license fees with unsatisfied performance obligations extending throughout 2028 of $34.4 million, of which $7.2 million is ~~immaterial relative~~expected to be recognized over the ~~current standard.~~next 12 months. The Company has elected to use the practical expedient allowed under the rules of adoption to not disclose the duration of the remaining unsatisfied performance obligations for contracts with an original expected length of one year or less.

NOTE 3.4. INVENTORY

The net realizable value of inventory consisted of the following:


	September 30, 2017		December 31, 2016		September 30, 2018		December 31, 2017 ^(*)
	(in thousands)				(in thousands)
Finished product ready for sale ^(*)	$	454,032	$	509,209
Work-in-process, bulk product and raw materials^(*)	73,757		67,275
Finished product ready for sale					$	423,963	$	432,092
Work-in-process, bulk product and raw materials					59,542		51,225
Packaging supplies	6,638		6,728		6,134		2,415
Inventory	$	534,427	$	583,212	$	489,639	$	485,732

(*) The ~~prior year~~balances as of December 31, ~~2016 balances~~2017 have been revised in connection with the adoption of ASC 606 to include a reduction to inventory as applicable custom manufacturing services are completed. Refer to Note 2, "Basis of Presentation" for an $18.0 million correction in classification of certain amounts between finished product ready for sale and work-in-process, bulk product and raw materials. The correction had no impact on total inventory.

more information.

NOTE ~~4. GOODWILL~~5. PROPERTY, PLANT AND ~~OTHER LONG-LIVED ASSETS~~EQUIPMENT, NET

~~Lucky Vitamin~~

~~Second Quarter 2017 Impairment Charge~~

The Company’s long-term plan is focused on the strategic changes around the One New GNC, which was launched in December 2016. The focus of the One New GNC includes single-tier pricing and loyalty programs for the Company’s U.S. corporate and franchise stores as well as GNC.com. During the ~~second~~ quarter ~~of 2017, in order for~~ended September 30, 2018, the Company ~~to focus on~~performed a detailed review of its store portfolio and identified stores in the ~~aforementioned strategic plan,~~U.S. and Canada that will be closed within the next three years at the end of their lease terms. This review also identified other stores in which the Company ~~considered strategic~~is considering alternatives ~~for~~such as seeking lower rent or a shorter term. In connection with the ~~Lucky Vitamin e-commerce business, which was considered a triggering event requiring an interim goodwill impairment~~ review of the ~~Lucky Vitamin reporting unit as~~store portfolio, the Company recorded $14.6 million of ~~June 30, 2017. As previously disclosed~~impairment charges in the ~~Company's Annual Report on Form 10-K for the year~~quarter ended ~~December 31, 2016, the estimated fair value for the Lucky Vitamin reporting unit exceeded its carrying value by less than 20% as of December 31, 2016.~~

The goodwill impairment test is performed by computing the fair value of the reporting unit and comparing it to the carrying value, including goodwill. If the carrying amount exceeds the fair value, an impairment charge is recorded for the difference. As described in Note 2, “Basis of Presentation,” the Company adopted ASU 2017-04 in the second quarter of 2017, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test.

The Company determined the fair value of the Lucky Vitamin reporting unit using a discounted cash flow method (income approach) and a guideline company method (market approach), each of which took into account the expectations regarding the potential strategic alternatives for the Lucky Vitamin business being explored in the second quarter of 2017. The key assumptions used under the income approach included, but were not limited to, the following:

~~Future cash flow assumptions~~ - The Company's projections for Lucky Vitamin were based on organic growth and were derived from historical experience and assumptions regarding future growth and profitability trends. The Company's analysis incorporated an assumed period of cash flows of 8 years with a terminal value.

~~Discount rate~~ - The discount rate was based on Lucky Vitamin’s estimated weighted average cost of capital ("WACC"). The components of WACC are the cost of equity and the cost of debt, each of which requires judgment by management to estimate. The Company developed its cost of equity estimate based on perceived risks and predictability of future cash flows. At JuneSeptember 30, ~~2017, the WACC used to estimate the fair value of the Lucky Vitamin reporting unit was 18.0%.~~

As a result of the review, the Company concluded that the carrying value of the Lucky Vitamin reporting unit exceeded its fair value, which resulted in a non-cash goodwill impairment charge of $11.5 million being recorded in the second quarter of 2017. There was no remaining goodwill balance on the Lucky Vitamin reporting unit after the impact of this charge.

As a result of the impairment indicator described above, the Company also performed an impairment analysis with respect to its definite-long-lived assets on the Lucky Vitamin reporting unit, consisting of a trade name and property and equipment. The fair value of the trade name was determined using a relief from royalty method (income approach) and the fair value of the property and equipment was determined using an income approach. Based on the results of

the analyses, the Company concluded that the carrying value of the Lucky Vitamin trade name and property and equipment exceed their fair values resulting in an impairment charge of $4.2 million and $3.7 million, respectively.

~~All of the aforementioned non-cash charges totaling $19.4 million are recorded in long-lived asset impairments in the Consolidated Statement of Income~~2018 within the U.S. and Canada segment, ~~and together with the asset impairment charges described below recorded in the current quarter resulted in total long-lived asset impairments~~ of ~~$23.2~~which $9.5 million ~~in the nine months ended September 30, 2017.~~

~~Asset Sale~~

The Company completed an asset sale of Lucky Vitamin on September 30, 2017, resulting in a loss of $1.7 million recorded within other loss, net on the Consolidated Statement of Income consisting of the net assets sold subtracted from the purchase price of $7.1 million and fees paidrelated to ~~a third-party. The proceeds were received in October 2017.~~

~~Other Long-Lived Asset Impairments~~

~~Management evaluated~~ its property, plant and equipment for certain underperforming stores and $5.1 million related to other store closing costs, presented as long-lived asset impairments in the accompanying Consolidated Statement of Operations. During the quarter ended September 30, 2017, the Company recorded $3.9 million in long-lived asset impairment charges ~~in the quarter ended September 30, 2017 within the U.S. and Canada segment. This impairment~~ related to certain ~~of the Company's under-performing~~underperforming stores and the impact of Hurricane Maria on the ~~Company's~~Company’s stores located in Puerto Rico. ~~For individual under-performing~~Underperforming stores were generally defined as those with historical and expected future losses or stores that management intends on closing in the near term.

The impairment test was performed at the individual store level as this is the lowest level which identifiable cash flows are largely independent of other groups of assets and liabilities. ~~Under-performing stores were generally defined as those with historical and expected future losses or stores that management intends on closing in the near term.~~ If the undiscounted estimated cash flows were less than the carrying value of the asset group, an impairment charge was calculated by subtracting the estimated fair value of property and equipment from its carrying value. Fair value was estimated using a discounted cash flow method (income approach) utilizing the undiscounted cash flows computed in the first step of the test.

~~Goodwill Roll-Forward~~

~~The following table summarizes the Company's goodwill activity by reportable segment:~~

U.S. and Canada International Manufacturing / Wholesale Total
(in thousands)
Goodwill at December 31, 2016:

Gross $ 401,359
$ 42,994
$ 202,841
$ 647,194
Accumulated impairments (380,644 ) —
(90,488 ) (471,132 )
Goodwill 20,715
42,994
112,353
176,062
2017 Activity:

Impairment (11,464 ) —
—
(11,464 )
Translation effect of exchange rates —
633
—
633
Total 2017 activity (11,464 ) 633
—
(10,831 )
Balance at September 30, 2017:
Gross 401,359
43,627
202,841
647,827
Accumulated impairments (392,108 ) —
(90,488 ) (482,596 )
Goodwill $ 9,251
$ 43,627
$ 112,353
$ 165,231

~~Intangible Assets~~

~~The following table reflects the gross carrying amount and accumulated amortization for each major definite-lived intangible asset:~~

Weighted-
Average
Life
September 30, 2017 December 31, 2016
Cost
Accumulated
Amortization

Carrying
Amount
Cost
Accumulated
Amortization

Carrying
Amount
(in thousands)
Retail agreements 30.3 $ 31,000
$ (11,250 ) $ 19,750
$ 31,000
$ (10,460 ) $ 20,540
Franchise agreements 25.0 70,000
(29,517 ) 40,483
70,000
(27,417 ) 42,583
Manufacturing agreements 25.0 70,000
(29,517 ) 40,483
70,000
(27,417 ) 42,583
Other intangibles 6.8 673
(347 ) 326
10,201
(5,467 ) 4,734
Franchise rights 3.0 7,486
(7,043 ) 443
7,486
(6,697 ) 789
Total $ 179,159
$ (77,674 ) $ 101,485
$ 188,687
$ (77,458 ) $ 111,229

~~The following table represents future amortization expense of definite-lived intangible assets at September 30, 2017:~~

Years ending December 31,
Estimated
amortization
expense
(in thousands)

2017 (remainder) $ 1,770
2018 6,964
2019 6,823
2020 6,760
2021 6,726
Thereafter 72,442
Total $ 101,485

NOTE 5.6. LONG-TERM DEBT / INTEREST EXPENSE

Long-term debt consisted of the following:


	September 30, 2017			December 31, 2016			September 30, 2018			December 31, 2017
	(in thousands)						(in thousands)
Term Loan Facility (net of $1.1 million and $1.6 million discount)	$	1,130,148		$	1,170,486
Revolving Credit Facility	48,000			127,000
Tranche B-1 Term Loan (net of $0.1 million and $0.9 million discount)							$	148,402		$	1,130,320
Tranche B-2 Term Loan (net of $24.9 million discount)							647,366			—
FILO Term Loan (net of $11.6 million discount)							263,403			—
Unpaid original issuance discount							13,231			—
Notes	253,330			245,273			173,591			167,988
Debt issuance costs	(1,572		)	(2,306		)	(867		)	(1,285		)
Total debt	1,429,906			1,540,453			1,245,126			1,297,023
Less: current maturities	(48,000		)	(12,562		)
Less: current debt							(204,480		)	—
Long-term debt	$	1,381,906		$	1,527,891		$	1,040,646		$	1,297,023

Refinancing of Senior Credit Facility

~~The~~On February 28, 2018, the Company ~~maintains~~amended and restated its Senior Credit Facility (the “Amendment”, and the Senior Credit Facility as so amended, the "Term Loan Agreement") formerly consisting of a ~~$1.1 billion~~$1,131.2 million term loan facility ~~that matures~~due in March 2019 ~~(the "Term Loan Facility")~~ and a ~~$300.0~~$225.0 million revolving credit facility that ~~matures~~was scheduled to mature in September 2018. The Amendment included an extension of the maturity date for $704.3 million of the $1,131.2 million term loan facility from March 2019 to March 2021 (the “Tranche B-2 Term Loan"). However, if more than $50.0 million of the Company's Notes have not been repaid, converted or effectively discharged prior to such date (“Existing Indenture Discharge”), the maturity date becomes May 2020, subject to certain adjustments. The Amendment also terminated the existing $225.0 million revolving credit facility.

After the effectiveness of the Amendment, the remaining term loan of $151.9 million as of February 28, 2018 continues to have a maturity date of March 2019 (the ~~“Revolving Credit Facility”~~"Tranche B-1 Term Loan"). The Tranche B-2 Term Loan requires annual aggregate principal payments of at least $43 million and ~~together~~bears interest at a rate of LIBOR plus a margin of 9.25% per annum subject to change under certain circumstances (with a minimum and maximum possible interest rate of LIBOR plus a margin of 8.25% and 9.25%, respectively, per annum). Payments and interest associated with the Tranche B-1 Term Loan are consistent with past terms. The Term Loan Agreement is secured by a (i) first lien on certain assets of the Company primarily consisting of capital stock issued by General Nutrition Centers, Inc. ("Centers") and its subsidiaries, intellectual property and equipment (“Term Priority Collateral”) and (ii) second lien on certain assets of the Company primarily consisting of inventory and accounts receivable (“ABL Priority Collateral”). The Term Loan Agreement is guaranteed by all material, wholly-owned domestic subsidiaries of the Company (the “U.S. Guarantors”) and by General Nutrition Centres Company, an unlimited liability company organized under the laws of Nova Scotia (together with the U.S. Guarantors, the “Guarantors”).

On February 28 2018, the Company also entered into a new asset-based credit agreement (the "ABL Credit Agreement"), consisting of:

•a new $100 million asset-based Revolving Credit Facility (the "Revolving Credit Facility") with a maturity date of August 2022 (which maturity date will become May 2020, subject to certain adjustments, if the Existing Indenture Discharge has not occurred); and

•a $275.0 million asset-based Term Loan Facility advanced on a “first-in, last-out” basis (the "FILO Term Loan") with a maturity date of December 2022 (which maturity date will become May 2020, subject to certain adjustments, if the ~~“Senior Credit Facility”)~~Existing Indenture Discharge has not occurred).

~~At September 30, 2017 and December 31, 2016,~~There are no scheduled amortization payments associated with the FILO Term Loan, which bears interest at a rate of LIBOR plus a margin of 7.00% per annum subject to decrease under certain circumstances (with a minimum possible interest rate of LIBOR plus a margin of 6.50% per annum). Outstanding borrowings under the ~~Term Loan Facility was 3.7% and 3.3%, respectively. The~~ Revolving Credit Facility ~~had~~bear interest at a ~~weighted average interest~~ rate of ~~3.7% and 2.7% at September 30, 2017 and December 31, 2016, respectively.~~LIBOR plus 1.50% or prime plus 0.50% (both subject to an increase of 0.25% to 0.50% based on the amount available to be drawn under the Revolving Credit Facility). The Company is also

required to pay an annual fee to revolving lenders equal to a maximum of ~~2.75%~~2.0% (subject to adjustment based on the amount available to be drawn under the Revolving Credit Facility) on outstanding letters of credit and an annual commitment fee of ~~0.5%~~0.375% on the undrawn portion of the Revolving Credit Facility subject to an increase to 0.5% based on the amount available to draw under the Revolving Credit Facility. The FILO Term Loan and Revolving Credit Facility are secured by a (i) first lien on ABL Priority Collateral and (ii) second lien on Term Priority Collateral. The FILO Term Loan and Revolving Credit Facility are guaranteed by the Guarantors.

In connection with the debt refinancing, the Company recognized a loss of $16.7 million in the first quarter of 2018, which primarily includes third-party fees relating to the Tranche B-2 Term Loan and the FILO Term Loan, and is presented as an operating outflow on the accompanying Consolidated Statement of Cash Flows. In addition, the Company incurred $43.4 million consisting of an original issuance discount (“OID”) to the Tranche B-2 Term Loan and the FILO Term Loan lenders, of which $30.2 million has been paid. The remaining $13.2 million is due to the Tranche B-2 Term Loan lenders at 2% of the outstanding balance the earlier of March 2019 or after a qualifying event in which the Company receives net cash proceeds as defined in the credit agreement, the amount of which is subject to change based on the timing and amount of such cash proceeds. The OID together with $5.1 million in fees incurred relating to the Revolving Credit Facility (included within other long-term assets on the Consolidated Balance Sheet) will be amortized through the applicable maturity dates as an increase to interest expense. The $30.2 million portion of OID paid together with the Revolving Credit Facility fees resulted in $35.2 million presented as a financing outflow on the accompanying Consolidated Statement of Cash Flows. Included within the current debt above is the Tranche B-1 Term Loan balance, scheduled amortization payments on the Tranche B-2 Term Loan over the next 12 months and the 2% OID that is due to the Tranche B-2 Term Loan lenders by March 2019.

Under the Company’s Term Loan Agreement and ABL Credit Agreement (collectively, the "Credit Facilities"), the Company is required to make certain mandatory prepayments, including a requirement to prepay first the Tranche B-2 Term Loan (until repaid in full), second the FILO Term Loan (until repaid in full, but only if such prepayment is permitted under the ABL Credit Agreement), and third the Tranche B-1 Term Loan, in each case annually with amounts based on excess cash flow, as defined in the Company’s Credit Facilities, based on the results of the Company for the prior fiscal year. The first such payment will be due with respect to the year ending December 31, 2018. The payment will be either 75% or 50% of excess cash flow for each such fiscal year, as determined by the Consolidated Net First Lien Leverage Ratio, and will be reduced by scheduled debt amortization payments and debt maturity payments that occur during the fiscal year and in the subsequent year up to the date the excess cash flow payment is required to be paid. The Company estimates the amount of excess cash flow payment to be between $0 and $25 million. The proceeds from the Harbin transaction, if received and used to pay down the debt prior to December 31, 2018, is expected to result in the Company's excess cash flow payment being at 50%.

At September 30, 2018, the contractual interest rates under the Tranche B-1 Term Loan, Tranche B-2 Term Loan, and the FILO Term Loan were 4.8%, 11.5% and 9.3%, respectively, which consist of LIBOR plus the applicable margin rate. At December 31, 2017, the contractual interest rate under the Tranche B-1 Term Loan was 4.1%. At September 30, 2018, the Company had ~~$246.1~~$94.2 million available under the Revolving Credit Facility, after giving effect to ~~$48.0 million of borrowings outstanding and $5.9~~$5.8 million utilized to secure letters of credit. ~~Based on~~See below under "Interest Rate Swaps" for discussion of the results for the year ended December 31, 2016, the ratio on the Company's Consolidated Net Senior Secured Leverage Ratio required an excess cash flow payment on the outstanding term loan debt. On April 10, 2017, the Company made the excess cash flow payment totaling $39.7 million, of which $28.2 million was paid with borrowings on the Revolving Credit Facility and $11.5 million was paid with cash on hand.interest rate swaps.

The ~~Senior~~Company’s Credit ~~Facility contains~~Facilities contain customary covenants, including ~~incurrence covenants and certain other~~ limitations on the ability of GNC Corporation, ~~General Nutrition~~ Centers, ~~Inc. ("Centers"),~~ and Centers' subsidiaries to, among other things, incur debt, grant liens on their assets, enter into mergers or liquidations, sell assets, make investments or acquisitions, make optional payments in respect of, or modify, certain other debt instruments, pay dividends or other payments on capital stock, ~~and~~or enter into arrangements that restrict their ability to pay dividends or grant liens. In addition, the Term Loan Agreement requires compliance, as of the end of each fiscal quarter of the Company, with a maximum Consolidated Net First Lien Leverage Ratio initially set at 5.50 to 1.00 through December 31, 2018 and decreasing to 5.00 to 1.00 from March 31, 2019 to December 31, 2019 and 4.25 to 1.00 thereafter. Depending on the amount available to be drawn under the Revolving Credit Facility, the ABL Credit Agreement requires compliance as of the end of each fiscal quarter of the Company with a minimum Fixed Charge Coverage Ratio of 1.00 to 1.00. The Company is currently in compliance, and expects to remain in compliance over the next twelve months, with the terms of its Credit Facilities.

On November 7, 2018, The Company entered into an Amendment to the Securities Purchase Agreement with Harbin Pharmaceutical Group Holdings Co., Ltd. ("Harbin") for the purchase of 299,950 shares of Convertible Preferred Stock described in Note 12, "Subsequent Events". Harbin's $300 million investment will be funded in three separate tranches. On November 8, 2018, the Company received the initial $100 million investment for the purchase of 100,000 shares of Convertible Preferred Stock. The Company utilized the $100 million to pay a portion of the Tranche B-2 Term Loan due in March 2021 pursuant to the Amendment to its Senior Credit ~~Facility.~~Facility and elected to use the payment to

satisfy the scheduled amortization payments on the Term Loan Facility through December 2020. The remaining net proceeds, after deducting legal and advisory fees, will be available to satisfy the amount due under the Tranche B-1 Term Loan in March 2019. There is no assurance that the remaining applicable closing conditions will be satisfied or waived prior to March 2019 when the obligation is due.

Management believes that the Company will have sufficient liquidity to meet its obligations, as they become due, for the next twelve months. In the event that the remaining payments anticipated from the Securities Purchase Agreement, are either delayed or not made at all, management believes that the Company will have adequate cash on hand, cash generated from operations and amounts available under the Revolving Credit Facility to satisfy the Tranche B-1 Term Loan repayment of $147.3 million due in March 2019, net of a $1.1 million principal payment expected in December 2018. To the extent that actual available cash differs materially from the current cash flow forecast, management has the ability to consider certain discretionary payments or asset sales to increase the amount of available cash.

Convertible Debt

The Company maintains a ~~$287.5~~$188.6 million principal amount of 1.5% convertible senior notes due in 2020 (the "Notes"). The Notes ~~consisted~~consist of the ~~following:~~following components:


	September 30, 2017			December 31, 2016			September 30, 2018			December 31, 2017
	(in thousands)						(in thousands)
Liability component
Principal	$	287,500		$	287,500		$	188,565		$	188,565
Conversion feature	(30,023		)	(37,179		)	(13,167		)	(18,065		)
Discount related to debt issuance costs	(4,147		)	(5,048		)	(1,807		)	(2,512		)
Net carrying amount	$	253,330		$	245,273		$	173,591		$	167,988

Interest Rate Swaps

On June 13, 2018, the Company entered into two interest rate swaps with notional amounts of $275 million and $225 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. The Company receives payments based on the one-month LIBOR and makes payments based on a fixed rate. The Company receives payments with a floor of 0.00% and 0.75%, respectively, on the $275 million and $225 million interest rate swaps, which aligns with the related debt instruments. The interest rate swap agreements had an effective date of June 29, 2018. The $225 million interest rate swap expires on February 28, 2021, and the $275 million interest rate swap expires on June 30, 2021. The notional amount of the $225 million interest rate swap is scheduled to decrease to $175 million on June 30, 2019, $125 million on June 30, 2020 and $75 million on December 31, 2020. The Company designated these instruments as cash flow hedges and deemed effective upon initiation. The interest rate swaps are recognized on the balance sheet at fair value. Changes in fair value are recorded within other comprehensive gain (loss) on the Consolidated Balance Sheet and reclassified into the Consolidated Statement of Operations as interest expense in the period in which the underlying transaction affects earnings.

At September 30, 2018, the fair value of the interest rate swaps was an asset of $0.6 million included within other long-term assets in the Company's accompanying Consolidated Balance Sheet with a corresponding cumulative unrealized gain of $0.4 million, net of tax, included in accumulated other comprehensive gain (loss). This gain would be immediately recognized in the Consolidated Statement of Operations if these instruments fail to meet certain cash flow hedge requirements. As of September 30, 2018, the amount included in accumulated other comprehensive gain related to the interest rate swaps to be reclassified into earnings during the next 12 months is not material. Refer to Note 7, "Fair Value Measurements of Financial Instruments" for more information on how the interest rate swaps are valued.

Interest Expense

Interest expense consisted of the following:


	Three months ended September 30,						Nine months ended September 30,					Three months ended September 30,					Nine months ended September 30,
	2017			2016			2017		2016			2018		2017			2018		2017
	(in thousands)											(in thousands)
Senior Credit Facility:
Term Loan Facility coupon	$	10,803		$	9,753		$	30,509	$	29,076

Tranche B-1 Term Loan coupon												$	1,755	$	10,803		$	11,496	$	30,509
Tranche B-2 Term Loan coupon												20,447		—			45,976		—
FILO Term Loan coupon												6,901		—			15,241		—
Revolving Credit Facility	1,188			1,359			3,982		3,420			285		—			655		—
Terminated revolving credit facility												—		1,188			316		3,982
Amortization of discount and debt issuance costs	550			591			1,800		1,775			3,659		550			8,954		1,800
Total Senior Credit Facility	12,541			11,703			36,291		34,271
Subtotal												33,047		12,541			82,638		36,291
Notes:
Coupon	1,078			1,078			3,210		3,234			707		1,078			2,121		3,210
Amortization of conversion feature	2,422			2,294			7,156		6,778			1,655		2,422			4,898		7,156
Amortization of discount and debt issuance costs	321			290			938		845			244		321			731		938
Total Notes	3,821			3,662			11,304		10,857			2,606		3,821			7,750		11,304
Other	(23		)	(5		)	705		(50		)	79		(23		)	60		705
Interest expense, net	$	16,339		$	15,360		$	48,300	$	45,078		$	35,732	$	16,339		$	90,448	$	48,300

NOTE 6.7. FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

Accounting Standards Codification 820, Fair Value Measurements and Disclosuresdefines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1 — observable inputs such as quoted prices in active markets for identical assets and liabilities;

Level 2 — observable inputs such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other inputs that are observable, or can be corroborated by observable market data; and

Level 3 — unobservable inputs for which there are little or no market data, which require the reporting entity to develop its own assumptions.

The carrying amounts of cash and cash equivalents, receivables, accounts payable, accrued liabilities and the Revolving Credit Facility approximate their respective fair values. Based on the interest rates currently available and their underlying risk, the carrying value of franchise notes receivable recorded in ~~prepaid and other current assets and~~ other long-term assets approximates its fair value.

The carrying ~~value~~values and estimated fair ~~value~~values of the ~~Term Loan Facility,~~interest rate swap assets and the term loans, net of discount, and Notes (net of the equity component classified in stockholders' equity and discount) were as follows:


	September 30, 2017				December 31, 2016				September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)								(in thousands)
Term Loan Facility	$	1,130,148	$	1,084,942	$	1,170,486	$	1,100,257
Assets:
Interest rate swaps									$	596	$	596	$	—	$	—
Liabilities:
Tranche B-1 Term Loan									$	148,402	$	146,176	$	1,130,320	$	930,592
Tranche B-2 Term Loan									647,366		642,511		—		—
FILO Term Loan									263,403		269,330		—		—
Notes	253,330		187,464		245,273		185,794		173,591		135,184		167,988		85,044

The fair ~~value~~values of the ~~Term Loan Facility was~~term loans were determined using the instrument’s trading value in markets that are not active, which are considered Level 2 inputs. The fair value of the Notes was determined based on quoted market prices and bond terms and conditions, which are considered Level 2 inputs.

As described in Note 4, "Goodwill and Other Long-lived Assets," the Company recorded non-cash long-lived asset impairments in the current year period within its U.S. and Canada segment. These impairments resulted in goodwill, intangible assets and property and equipment for the Lucky Vitamin reporting unit as of June 30, 2017, and property and equipment for certain of theThe Company's ~~stores as of September 30, 2017, being measured~~interest rate swaps are carried at fair value, which is based primarily on ~~a non-recurring basis, which utilized a significant number of unobservable~~ Level 32 inputs utilizing readily observable market data, such as ~~future cash flow assumptions.~~LIBOR forward rates, for all substantial terms of the interest rate swap contracts and the assessment of nonperformance risk.

NOTE 7.8. CONTINGENCIES

The Company is engaged in various legal actions, claims and proceedings arising in the normal course of business, including claims related to breach of contracts, product ~~liabilities,~~liability matters, intellectual property matters and employment-related matters resulting from the Company's business activities.

The Company records accruals for outstanding legal matters when it believes it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal matters that could affect the amount of any accrual and developments that would make a loss contingency both probable and reasonably estimable. If a loss contingency is not both probable and estimable, the Company does not establish an accrued liability.

The Company's contingencies are subject to substantial uncertainties, including for each such contingency the following, among other factors: (i) the procedural status of the case; (ii) whether the case has or may be certified as a class action suit; (iii) the outcome of preliminary motions; (iv) the impact of discovery; (v) whether there are significant factual issues to be determined or resolved; (vi) whether the proceedings involve a large number of parties and/or parties and claims in multiple jurisdictions or jurisdictions in which the relevant laws are complex or unclear;

(vii) the extent of potential damages, which are often unspecified or indeterminate; and (viii) the status of settlement discussions, if any, and the settlement posture of the parties. Consequently, except as otherwise noted below with regard to a particular matter, the Company cannot predict with any reasonable certainty the timing or outcome of the legal matters described below, and the Company is unable to estimate a possible loss or range of loss. If the Company ultimately is required to make ~~additional~~any payments in connection with an adverse outcome in any of the matters discussed below, it is possible that it could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

As a manufacturer and retailer of nutritional supplements and other consumer products that are ingested by consumers or applied to their bodies, the Company has been and is currently subjected to various product liability claims. Although the effects of these claims to date have not been material to the Company, it is possible that current and future product liability claims could have a material adverse effect on its business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of $4.0 million per claim with an aggregate cap on retained loss of $10.0 million per policy year. The Company typically seeks and has obtained contractual indemnification from most parties that supply raw materials for its products or that manufacture or market products it sells. The Company also typically seeks to be added, and has been added, as an additional insured under most of such ~~parties’~~parties' insurance policies. However, any such indemnification or insurance is limited by its terms and any such indemnification, as a practical matter, is limited to the creditworthiness of the indemnifying party and its insurer, and the absence of significant defenses by the insurers. Consequently, the Company may incur material product liability claims, which could increase its costs and adversely affect its reputation, revenue and operating income.

Litigation

DMAA / Aegeline Claims. Prior to December 2013, the Company sold products manufactured by third parties that contained derivatives from geranium known as 1.3-dimethylpentylamine/ dimethylamylamine/ 13-dimethylamylamine, or "DMAA," which were recalled from the Company's stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of September 30, ~~2017,~~2018, the Company was named in 3227 personal injury lawsuits involving products containing DMAA and/or Aegeline.

As a general matter, the proceedings associated with these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any losses that may arise from these matters are not probable or reasonably estimable at this time.

The Company is contractually entitled to indemnification by its third-party vendors with regard to these matters, although the Company’s ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of the vendors and/or their insurance coverage and the absence of any significant defenses available to ~~their insurers.~~

its insurer.

California Wage and Break Claims. On February 29, 2012, former Senior Store Manager, Elizabeth Naranjo, individually and on behalf of all others similarly situated, sued General Nutrition Corporation ~~("GNC")~~ in the Superior Court of the State of California for the County of Alameda. The class action complaint contains eight causes of action, alleging, among other matters, meal, rest break and overtime violations for which indeterminate money damages for wages, penalties, interest, and legal fees are sought. In June 2018, the Court granted in part and denied in part the Company's Motion for Decertification. In August 2018, the plaintiff voluntarily dismissed the class action claims alleging overtime violations. As of September 30, ~~2017,~~2018, an immaterial liability has been accrued in the accompanying financial statements. The Company intends to ~~conduct further discovery and file a motion to decertify~~vigorously defend against the remaining class action ~~prior~~claims asserted in this action, and to seek decertification as to some or all of the claims following additional discovery. It is expected that the trial ~~which is scheduled for July 2018.~~will occur in 2019.

Pennsylvania Fluctuating Workweek. On September 18, 2013, Tawny Chevalier and Andrew Hiller commenced a class action in the Court of Common Pleas of Allegheny County, Pennsylvania. Plaintiff asserted a claim against the Company for a purported violation of the Pennsylvania Minimum Wage Act ~~(PMWA)~~("PMWA"), challenging the ~~Company’s~~Company's utilization of the ~~“fluctuating workweek”~~"fluctuating workweek" method to calculate overtime compensation, on behalf of all employees who worked for the Company in Pennsylvania and who were paid according to the fluctuating workweek method. In October 2014, the Court entered an order holding that the use of the fluctuating workweek method violated the PMWA. In September 2016, the Court entered judgment in favor of Plaintiffs and the class ~~related to damages and ultimately legal fees for a combined~~in an immaterial amount, which has been ~~accrued~~recorded as a charge in the accompanying ~~interim~~ Consolidated Financial Statements. Plaintiffs subsequently filed a petition for an award of attorney's fees, costs and incentive payment. The court awarded an immaterial amount in legal fees. The Company appealed from the adverse ~~judgment. The~~judgment and the award of attorney's fees. On December 22, 2017, the Pennsylvania Superior Court held that the Company correctly determined the "regular rate" by dividing

weekly compensation by all hours worked (rather than 40), but held that the regular rate must be multiplied by 1.5 (rather than 0.5) to determine the amount of overtime owed. Taking accumulated interest into account, the net result of the Superior Court's decision was to reduce the Company's liability by an immaterial amount, which has been reflected in the accompanying Consolidated Financial Statements. The Company filed a petition for appeal to the Pennsylvania Supreme Court on January 22, 2018. The Pennsylvania Supreme Court accepted the Company's petition for appeal and the Company filed its appellant’s brief on August 27, 2018. The appellees filed their brief on September 26, 2018. It is anticipated that oral argument ~~on the appeal~~will occur in ~~September 2017 but has not announced a decision.~~early to mid-2019.

Jason Olive v. General Nutrition Corp. In April 2012, Jason Olive filed a complaint in the Superior Court of California, County of Los Angeles, for misappropriation of likeness in which he alleges that the Company continued to use his image in stores after the expiration of the license to do so in violation of common law and California statutes. Mr. Olive is seeking compensatory, punitive and statutory damages and attorneys’ fees and costs. The trial in this matter began on July 20, 2016 and concluded on August 8, 2016. The jury awarded plaintiff immaterial amounts for actual damages and emotional distress damages, which are accrued in the ~~Company's~~ accompanying Consolidated Financial Statements. The jury refused to award plaintiff any of the profits he sought to disgorge, or punitive damages. The court entered judgment in the case on October 14, 2016. In addition to the verdict, the Company and Mr. Olive sought ~~attorneys’~~attorneys' fees and other costs from the Court. The Court refused to award attorney's fees to either side but awarded plaintiff an immaterial amount for costs. Plaintiff has appealed the judgment, and separately, the order denying attorney's fees. The Company has cross-appealed the judgment and the Court's denial of attorney fees. ~~The appeals are currently pending.~~Argument occurred in October 2018. On November 2, 2018, the Court affirmed the trail court's decision in part and reversed in part, reversing the denial of Mr. Olive's motion for attorneys' fees and remanding the matter to the trial court for further proceedings regarding his attorneys' fees and costs.

Oregon Attorney General. On October 22, 2015, the Attorney General for the State of Oregon sued GNC in Multnomah County Circuit Court for alleged violations of Oregon’s Unlawful Trade Practices Act, in connection with its sale in Oregon of certain third-party products. The Company is vigorously defending itself against these allegations. Along with its Amended Answer and Affirmative Defenses, the Company filed a counterclaim for declaratory relief, asking the court to make certain rulings in favor of the ~~Company.~~Company, and adding USPlabs, LLC and SK Laboratories ~~have been joined to~~as counterclaim defendants. In March 2018, the ~~case as defendants to the Company's counterclaim but have yet to enter an appearance. In September 2017, SK Laboratories~~Oregon Attorney General filed a motion for summary judgment relating to ~~dismiss~~its first claim for ~~lack of personal jurisdiction. USP Laboratories also~~relief, which the Company contested. The Company filed a cross motion ~~to dismiss~~ for ~~improper venue or~~summary judgment on the first claim for relief, which the Oregon Attorney General contested. Following oral argument in August 2018, the Court denied the State’s motion for summary judgment and granted in part and denied in part the Company’s motion for summary judgment. The parties are in the ~~alternative motion~~process of exchanging discovery. Trial is currently scheduled to ~~stay the litigation pending the criminal trial of USPlabs. The Company is contesting both motions, which are pending.~~begin in September 2019.

As any losses that may arise from this matter are not probable or reasonably estimable at this time, no liability has been accrued in the accompanying Consolidated Financial Statements. Moreover, the Company does not anticipate that any such losses are likely to have a material impact on the Company, its business or results of operations. The Company is contractually entitled to indemnification and defense by its third-party vendors. Ultimately, however, the Company's ability to obtain full recovery in respect of any such claims against it is dependent upon the creditworthiness of its vendors and/or their insurance coverage and the absence of any significant defenses available to their insurers.

Holland and Barrett License Litigation. On September 18, 2014, the Company's wholly-owned affiliate General Nutrition Investment Company ("GNIC") commenced proceedings in the UKU.K. High Court to determine if the license agreement from March 2003 between GNIC and Holland & Barrett International Ltd and Health and Diet Centers Ltd. (“Defendants”) was validly terminated. GNIC alleged that termination of the entire agreement was warranted due to several material breaches by Defendants, and that the agreement should be terminated related to five licensed GNC trademarks for lack of use for more than five years. On April 7, 2017, the Court issued its judgment that found that GNIC's notice of termination was invalid and while there were several breaches of the agreement, none were sufficiently material to justify termination. Under UKU.K. procedural rules, GNIC is required to pay some portion of Defendant’s legal costs. As a result, the Company recorded a charge of $2.1 million in the first quarter of ~~2017.~~2017 and subsequently reached an agreement with the Defendants in relation to costs. The Defendants appealed part of the Court's judgment concerning findings in relation to the licensed GNIC trademarks, and that appeal was heard at the U.K.'s Court of Appeal in June 2018. In July 2018, the Court found in favor of the Defendants and GNIC was ordered to pay an immaterial amount for Defendants' costs related to the appeal.

E-Commerce Pricing Matters. In April 2016, Jenna Kaskorkis, et al. filed a complaint against General Nutrition Centers, Inc. followed by similar cases brought forth by Ashley Gennock in May 2016 and Kenneth Harrison in December

2016. Plaintiffs allege that the Company's promotional pricing on its website was misleading and did not fairly represent promotions based on average retail prices over a trended period of time being consistent with prices advertised as

promotional. The Company attended a mediation with counsel for all plaintiffs and ~~has~~ reached a tentative agreement in the third quarter of 2017 on many of the key terms of a settlement. The matters have been effectively stayed while the parties remain in discussions. The Company currently expects any settlement to be in a form that does not require the recording of a contingent liability, except an immaterial amount the Company has accrued in the accompanying ~~financial statements in the third quarter of 2017.~~ Consolidated Financial Statements.

Government Regulation

In November 2013, the Company received a subpoena from the U.S. Department of Justice ~~(“DOJ”~~("DOJ") for information related to its investigation of a ~~third-party~~third party product vendor, USPlabs, LLC. The Company fully cooperated with the investigation of the vendor and the related products, all of which were discontinued in 2013. In December 2016, the Company reached agreement with the DOJ in connection with the ~~Company’s cooperation;~~Company's cooperation, which agreement acknowledges the Company relied on the representations and written guarantees of USPlabs ~~LLC~~ and the Company's representation that it did not knowingly sell products not in compliance with the FDCA. Under the agreement, which includes an immaterial payment to the federal government, the Company will take a number of actions to broaden industry-wide knowledge of prohibited ingredients and improve compliance by vendors of ~~third-party~~third party products. These actions are in keeping with the leadership role the Company has taken in setting industry quality and compliance standards, and the Company's commitment over the course of the agreement (60 months) to support a combination of its and ~~industry~~the industry's initiatives. Some of these actions include maintaining and continuously updating a list of restricted ingredients that will be prohibited from inclusion in any products that are sold by the Company. Vendors selling products to the Company for the sale of such products by the Company will be required to warrant that the products sold do not contain any of these restricted ingredients. In addition, the Company will develop and maintain a list of ingredients that the Company believes comply with the applicable provisions of the FDCA.

Environmental Compliance

In March 2008, the South Carolina Department of Health and Environmental Control (the "DHEC") requested that the Company investigate contamination associated with historical activities at its South Carolina facility. These investigations have identified chlorinated solvent impacts in soils and groundwater that extend offsite from the facility. The Company entered into a Voluntary Cleanup Contract with the DHEC regarding the matter on September 24, 2012. Pursuant to such contract, the Company has completed additional investigations with the DHEC's approval. The Company installed and began operating a pilot vapor extraction system under a portion of the facility in the second half of 2016, which was an immaterial cost to the Company, with ~~DHEC’s~~DHEC's approval to assess the effectiveness of such a remedial system. ~~The~~After an initial period of monitoring, in October of 2017, the DHEC ~~requested that the Company provide~~approved a work plan for ~~continued~~extended monitoring of such system and the contamination ~~which was sent~~into 2021. The Company will continue to consult with the DHEC on the next steps in ~~September 2017 for approval.~~the work after their review of the results of the extended monitoring is complete. At this stage of the investigation, however, it is not possible to estimate the timing and extent of any additional remedial action that may be required, the ultimate cost of remediation, or the amount of the Company's potential ~~liability; therefore~~liability. Therefore, no liability has been recorded in the ~~accompanying interim~~Company's Consolidated ~~Balance Sheet.~~Financial Statements.

In addition to the foregoing, the Company is subject to numerous federal, state, local and foreign environmental and health and safety laws and regulations governing its operations, including the handling, transportation and disposal of the Company's non-hazardous and hazardous substances and wastes, as well as emissions and discharges from its operations into the environment, including discharges to air, surface water and groundwater. Failure to comply with such laws and regulations could result in costs for remedial actions, penalties or the imposition of other liabilities. New laws, changes in existing laws or the interpretation thereof, or the development of new facts or changes in their processes could also cause the Company to incur additional capital and operating expenditures to maintain compliance with environmental laws and regulations and environmental permits. The Company is also subject to laws and regulations that impose liability and cleanup responsibility for releases of hazardous substances into the environment without regard to fault or knowledge about the condition or action causing the liability. Under certain of these laws and regulations, such liabilities can be imposed for cleanup of previously owned or operated properties, or for properties to which substances or wastes that were sent in connection with current or former operations at its facilities. The presence of contamination from such substances or wastes could also adversely affect the Company's ability to sell or lease its properties, or to use them as collateral for financing. From time to time, the Company has incurred costs and obligations for correcting environmental and health and safety noncompliance matters and for remediation at or relating to certain of the Company's properties or properties at which the Company's waste has been disposed. However, compliance with the provisions of national, state and local environmental laws and regulations has not had a material effect upon the Company's capital expenditures, earnings, financial position, liquidity or competitive position. The Company believes it has complied with, and is currently complying with, its environmental obligations pursuant to

environmental and health and safety laws and regulations and that any liabilities for noncompliance will not have a

material adverse effect on its business, financial performance or cash flows. However, it is difficult to predict future liabilities and obligations, which could be material.

NOTE 8.9. EARNINGS PER SHARE

The following table represents the Company's basic and dilutive weighted-average shares:


	Three months ended September 30,		Nine months ended September 30,		Three months ended September 30,		Nine months ended September 30,
	2017	2016	2017	2016	2018	2017	2018	2017
	(in thousands)				(in thousands)
Basic weighted average shares	68,354	68,190	68,296	69,808	83,412	68,354	83,326	68,296
Effect of dilutive stock-based compensation awards	215	125	115	131	—	215	105	115
Diluted weighted average shares	68,569	68,315	68,411	69,939	83,412	68,569	83,431	68,411

~~The~~For the three months and nine months ended September 30, 2018 and 2017, the following awards were not included in the computation of diluted EPS because the ~~impact~~effect of ~~applying the treasury stock method was antidilutive~~doing so would be anti-dilutive or because certain conditions have not been met with respect to the Company's performance ~~and market-based~~ awards.

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
(in thousands)
Antidilutive:
Time-based 2,381
1,120
2,179
1,011
Market-based —
—
—
56
Contingently issuable:
Performance-based 62
130
67
133
Market-based 387
167
416
112
Total stock-based awards excluded from diluted EPS 2,830
1,417
2,662
1,312



	Three months ended September 30,		Nine months ended September 30,
	2018^(*)	2017	2018	2017
	(in thousands)
Anti-dilutive:
Time-based options and restricted stock awards	3,076	2,381	3,022	2,179
Performance-based restricted stock awards	1,241	—	1,013	—
Performance-based restricted stock awards with a market condition	294	—	—	—
Contingently issuable:
Performance-based restricted stock awards	—	62	—	67
Performance-based restricted stock awards with a market condition	—	387	308	416
Total stock-based awards excluded from diluted EPS	4,611	2,830	4,343	2,662

The Company has the intent and ability to settle the principal portion of its Notes in cash, and as such, has applied the treasury stock method, which has resulted in all underlying convertible shares being anti-dilutive as the Company's average stock price in the current quarter is less than the conversion price.

~~NOTE 9. STOCK-BASED COMPENSATION PLANS~~

~~Stock and Incentive Plans~~

~~The Company has outstanding stock-based compensation awards that were granted by the Compensation and Organizational Development Committee (the “Compensation Committee”~~(*) ~~of Holdings’ board of directors (the "Board") under the following two stock-based employee compensation plans:~~

the GNC Holdings, Inc. 2015 Stock and Incentive Plan (the "2015 Stock Plan") amended and adopted in May 2015, formerly the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the “2011 Stock Plan”) adopted in March 2011; and

~~the GNC Acquisition Holdings Inc. 2007 Stock Incentive Plan adopted in March 2007 (as amended, the “2007 Stock Plan”).~~

Both plans have provisions allowing for the granting of stock options, restricted stock and other stock-based awards and are available to eligible employees, directors, consultants or advisers as determined by the Compensation Committee. The Company will not grant any additional awards under the 2007 Stock Plan. Up to 11.5 million shares of common stock may be issued under the 2015 Stock plan (subject to adjustment to reflect certain transactions and events specified in the 2015 Stock Plan for any award grant), of which 4.2 million shares remain available for issuance as of September 30, 2017.

~~Non-Plan Inducement Awards~~

~~On September 11, 2017, in connection with the appointment of the Company's new Chief Executive Officer, Kenneth A. Martindale, the Company made the following non-plan inducement awards:~~

~~"make-whole" restricted stock awards consisting of the following:~~


◦	$600,000, which are 67,000 fully vested restricted shares with transfer restrictions that lapse on the earliest to occur of a Change in Control of GNC, the third anniversary of grant or death, disability or other separation from service for any reason;


◦	$950,000, which are 106,000 unvested restricted shares scheduled to vest on December 29, 2017 subject to acceleration to cover any applicable income and payroll tax withholding resulting from the recognition of ordinary income pursuant to a Section 83(b) election (“Section 83(b) Tax Liability”); and


◦	$1,200,000, which are 134,000 unvested restricted shares scheduled to vest in three equal installments on each of the first three anniversaries of grant subject to acceleration to cover any applicable Section 83(b) Tax Liability; and

time-vested awards consisting of 212,000 restricted shares and 519,000 stock options in the amount of $1,900,000 each, which are scheduled to vest in three equal installments on each of the first three anniversaries of grant.

~~The Company recorded $1.8 million in stock-based compensation in~~For the quarter ended September 30, ~~2017, primarily relating to~~2018, all 4.6 million outstanding stock-based awards were excluded from the ~~make-whole awards, which includes~~computation of diluted EPS because the ~~impact of acceleration of vesting associated with the Section 83(b) election that together with executive recruitment and other expenses resulted~~Company was in a ~~$2.8 million charge in~~net loss position and as a result, inclusion of the ~~current quarter recorded within selling, general and administrative expense~~awards would have been anti-dilutive.

The Company has applied the if-converted method to calculate dilution on the ~~accompanying Consolidated Statement of Income.~~

~~Stock-Based Compensation Activity~~

~~The following table sets forth a summary of all stock-based compensation awards outstanding:~~

September 30, 2017 December 31, 2016
(in thousands)
Time-based stock options 2,680
914
Time-based restricted stock awards 1,137
312
Performance-based restricted stock awards 62
101
Market-based restricted stock awards 387
166
Total 4,266
1,493

~~During~~Notes in the nine months ended September 30, ~~2017, the Company granted the following stock-based compensation awards:~~



	~~(in thousands)~~
~~Time-based stock options~~	~~2,298~~
~~Time-based restricted stock awards~~	~~1,295~~
~~Market-based restricted stock awards~~	~~365~~
~~Total~~	~~3,958~~

~~Time-based~~2018, which has resulted in all 2.9 million underlying convertible shares being anti-dilutive. The treasury stock ~~options vest 25% per year over a period of four years except for the non-plan inducement awards as explained above and the fair value~~method was determined using the Black-Scholes model. Key assumptions used for the options granted during the current year period include a dividend of 0%, an expected term of approximately 6 years, volatility between 38.2% and 40.8%, and a risk-free rate between 1.77%~~and 2.10%. Time-based restricted stock awards vest one-third per year over a period of three years.~~

Market-based awards vest at the end of a three-year period based upon total shareholder return compared with that of a selected group of peer companies. Total shareholder return is defined as share price appreciation plus the value of dividends paid during the three-year vesting period. Fair value of these awards was determined using a Monte Carlo simulation, which requires various inputs and assumptions, including the Company's common stock price. Compensation cost for these awards is recognized regardless of whether the market condition is achieved. Vested shares may range from 0% to 200% of the original target. Key assumptions used in the ~~Monte Carlo simulation for~~prior year periods, which also resulted in the ~~awards granted during the year include average peer group volatility of 34.6% and a risk-free rate of 1.46%.~~

The above awards granted during the nine months ended September 30, 2017 will result in compensation expense of $19.0 million, net of expected forfeitures, over the service period from the applicable grant date through the date of vesting.

The Company recognized $3.3 million and $4.2 million of total non-cash stock-based compensation expense for the three months ended September 30, 2017 and 2016, respectively, and $6.0 million and $7.2 million for the nine months ended September 30, 2017 and 2016. At September 30, 2017, there was approximately $19.1 million of total unrecognized compensation cost related to non-vested stock-based compensation, net of expected forfeitures, for all awards previously made that are expected to be recognized over a weighted-average period of approximately 1.8 years.

On July 28, 2016, the Company announced the departure from the Company and resignation from the Board of Michael G. Archbold, its former Chief Executive Officer, effective July 27, 2016. During the three months ended September 30, 2016 in connection with Mr. Archbold's departure, the Company recognized $4.5 million in severance expense of which $2.3 million relates to the acceleration of non-cash stock-based compensation.underlying shares being anti-dilutive.

NOTE 10. SEGMENTS

The Company aggregates its operating segments into three reportable segments, ~~which include~~ U.S. and Canada, International and Manufacturing / Wholesale. The Company fully allocates warehousing and distribution costs to its reportable segments. The Company's chief operating decision maker evaluates segment operating results based primarily on performance indicators, including revenue and operating income. Operating income of each reportable segment excludes certain items that are managed at the consolidated level, such as corporate costs. The Manufacturing / Wholesale segment manufactures and sells ~~products~~product to the U.S. and Canada and International segments at cost with a markup, which is eliminated at consolidation. ~~Included in~~In connection with the ~~U.S. and Canada segment are non-cash long-lived~~ asset ~~impairments~~sale of ~~$23.2 million recorded during the nine months ended~~Lucky Vitamin on September 30, 2017, ~~as well as gains on refranchising of $18.3 million recorded in the nine months ended September 30, 2016.~~their results are included within Other for applicable prior periods to ensure comparability.

The following table represents key financial information for each of the Company's reportable segments:


	Three months ended September 30,						Nine months ended September 30,						Three months ended September 30,						Nine months ended September 30,
	2017			2016			2017			2016			2018			2017			2018			2017
	(in thousands)												(in thousands)
Revenue:
U.S. and Canada	$	507,108		$	525,505		$	1,603,447		$	1,671,048		$	476,519		$	492,383		$	1,506,250		$	1,556,818
International	49,057			41,118			132,105			121,037			51,407			48,458			140,107			132,022
Manufacturing / Wholesale:
Intersegment revenues	58,037			53,016			175,335			172,603			63,695			58,037			193,596			175,335
Third party	53,304			61,341			159,749			178,002			52,259			51,286			159,305			163,117
Subtotal Manufacturing / Wholesale	111,341			114,357			335,084			350,605			115,954			109,323			352,901			338,452
Total reportable segment revenues	667,506			680,980			2,070,636			2,142,690			643,880			650,164			1,999,258			2,027,292
Other													—			20,826			—			66,182
Elimination of intersegment revenues	(58,037		)	(53,016		)	(175,335		)	(172,603		)	(63,695		)	(58,037		)	(193,596		)	(175,335		)
Total revenue	$	609,469		$	627,964		$	1,895,301		$	1,970,087		$	580,185		$	612,953		$	1,805,662		$	1,918,139
Operating income:
U.S. and Canada	$	29,730		$	65,292		$	112,336		$	256,142		$	11,466		$	31,864		$	100,559		$	134,844
International	16,768			14,676			46,908			41,428			16,468			16,169			46,624			46,825
Manufacturing / Wholesale	19,505			17,395			53,989			53,719			16,869			19,168			47,722			55,072
Total reportable segment operating income	66,003			97,363			213,233			351,289			44,803			67,201			194,905			236,741
Corporate costs													(24,732		)	(25,558		)	(79,511		)	(79,839		)
Other													(110		)	(1,842		)	(160		)	(20,760		)
Unallocated corporate costs and other	(25,558		)	(32,470		)	(79,415		)	(76,107		)	(24,842		)	(27,400		)	(79,671		)	(100,599		)
Total operating income	40,445			64,893			133,818			275,182			19,961			39,801			115,234			136,142
Interest expense, net	16,339			15,360			48,300			45,078			35,732			16,339			90,448			48,300
Income before income taxes	$	24,106		$	49,533		$	85,518		$	230,104
Loss on debt refinancing													—			—			16,740			—
(Loss) income before income taxes													$	(15,771	)	$	23,462		$	8,046		$	87,842

Refer to Note 3, "Revenue," for more information on the Company's reportable segments.

NOTE 11. INCOME TAXES

The Company recognized ~~$2.6~~$7.2 million of income tax ~~expense (or 11.0% of pre-tax income)~~benefit during the three months ended September 30, ~~2017~~2018 compared with ~~$17.2~~$2.4 million ~~(or 34.7%~~ of ~~pre-tax income)~~income tax expense in the prior year quarter. The Company recognized ~~$24.5~~$2.9 millionof income tax ~~expense (or 28.7% of pre-tax income)~~benefit during the nine months ended September 30, ~~2017~~2018 compared with ~~$82.9~~$25.4 million ~~(or 36.0%~~ of ~~pre-tax income) for~~income tax expense in the same period in ~~2016. The Company's tax rate is based on income, statutory tax rates and tax planning opportunities available in the jurisdictions in which it operates.~~2017. The effective tax rate infor the ~~current~~ quarter ended September 30, 2018 was significantly impacted by ~~a reduction to a valuation allowance resulting~~$3.6 million in ~~a deferred~~discrete tax ~~benefit~~benefits associated with finalization of ~~$6.0 million. The valuation allowance was adjusted based on a change in circumstances which caused a change in judgment about~~ the ~~realizability of a deferred~~Company's 2017 federal income tax ~~asset related to net operating losses.~~return.

At September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had ~~$5.4~~$6.4 million and ~~$6.5~~$5.8 million of unrecognized tax benefits, respectively, excluding interest and penalties, which if recognized, would affect the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company accrued $1.9 million at September 30, ~~2017~~2018 and December 31, ~~2016~~2017, for potential interest and penalties associated with uncertain tax positions. To the extent interest and penalties are not assessed with respect to the ultimate settlement of uncertain tax positions, amounts previously accrued will be reversed as a reduction to income tax expense.

On December 22, 2017, Staff Accounting Bulletin No. 118 was issued to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Consolidated Financial Statements for the year ended December 31, 2017 included an immaterial provisional tax impact related to deemed repatriated earnings. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. Any subsequent adjustment will be recorded to current tax expense in the quarter of 2018 when the analysis is complete.

GNC Holdings, Inc. files a consolidated federal tax return and various consolidated and separate tax returns as prescribed by the tax laws of the state, local and international jurisdictions in which it and its subsidiaries operate. The statutes of limitation for the Company’s U.S. federal income tax returns are closed for years through 2013. The Company has various state and local jurisdiction tax years open to ~~possible~~ examination (the earliest open period is generally 2011).

NOTE 12. SUBSEQUENT EVENTS

As previously disclosed in the Company’s 2017 10-K, on February 13, 2018, the Company entered into a Securities Purchase Agreement (as amended from time to time, the “Securities Purchase Agreement”) by and between the Company and Harbin Pharmaceutical Group Holdings Co., Ltd. (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, 299,950 shares of a newly created series of convertible perpetual preferred stock of the Company, designated as “Series A Convertible Preferred Stock” (the “Convertible Preferred Stock”), for a purchase price of $1,000 per share, or an aggregate of approximately $300 million. The Convertible Preferred Stock is convertible into shares of the common stock of the Company (the “Common Stock”) at an initial conversion price of $5.35 per share, subject to customary antidilution adjustments. Pursuant to the terms of the Securities Purchase Agreement, the Investor assigned its interest in the Securities Purchase Agreement to Harbin Pharmaceutical Group Co., Ltd., a company incorporated in the People’s Republic of China. In addition, the Securities Purchase Agreement provides for the parties to use their respective reasonable best efforts to negotiate in good faith definitive documentation with respect to a commercial joint venture in China which would be controlled 65% by the Investor and 35% by the Company.

On November 7, 2018, the Company and Harbin entered into an Amendment to the Securities Purchase Agreement (the “SPA Amendment”) for the funding of the Convertible Preferred Stock purchase and entered into definitive documentation (the "JV Framework Agreement") with respect to joint ventures in Hong Kong and China (collectively, the "China JV").

Pursuant to the SPA Amendment, the Company and Harbin agreed to complete the securities purchase as follows: (i) 100,000 shares of Preferred Stock issued by November 9, 2018 for a total purchase price of $100 million (the “Initial Issuance”), (ii) 50,000 shares of Preferred Stock issued by December 28, 2018 for a total purchase price of $50 million (the “First Subsequent Issuance”) and (iii) 149,950 shares of Preferred Stock issued by February 13, 2019 for a total purchase price of approximately $150 million (the “Second Subsequent Issuance” and together with the Initial Issuance and the ~~Company~~First Subsequent Issuance, the “Issuances”). The SPA Amendment also ~~has certain state and local tax filings currently under audit.~~provides that Harbin will be entitled to designate two directors to the Company's board following the closing of the Initial Issuance,

and an additional three directors (including at least two independent directors) upon completion of the Second Subsequent Issuance.

The execution of the JV Framework Agreement satisfies the closing condition related to the definitive documentation of the China JV. In addition, Harbin has advised the Company that the required foreign exchange registration with the State Administration of Foreign Exchange (SAFE) for the People’s Republic of China has been completed. The companies completed the Initial Issuance on November 8, 2018. Each of the First Subsequent Issuance and the Second Subsequent Issuance are subject to customary closing conditions. The formation and completion of the China JV is conditioned upon completion of the Second Subsequent Issuance. There can be no assurance that the remaining applicable closing conditions will be satisfied or waived within the timeframes described above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. The following information presented for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 was prepared by management, is unaudited, and was derived from our unaudited Consolidated Financial Statements and accompanying notes. In the opinion of management, all adjustments necessary for a fair statement of our financial position and operating results for such periods and as of such dates have been included.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and any documents incorporated by reference herein or therein include forward-looking statements within the meaning of federal securities laws. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Forward-looking statements can ~~often~~ be identified by the use of terminology such as “subject to,” ~~“believe,~~“believes,” ~~“anticipate,~~“anticipates,” ~~“plan,~~“plans,” ~~“potential,~~“expects,” ~~“predict,~~“intends,” ~~“expect,~~“estimates,” ~~“intend,” “estimate,” “project,~~“projects,” “may,” “will,” “should,” ~~“would,” “continue,” “seek,” “could,”~~ “can,~~” “think,~~” the negatives thereof, variations thereon and similar expressions, or by discussions ~~of strategy.~~regarding dividend, share repurchase plan, strategy and outlook.

All forward-looking statements, including, without limitation, our examination of historical operating trends, are based upon our current expectations and various assumptions. We believe there is a reasonable basis for our expectations and beliefs, but they are inherently uncertain. We may not realize our expectations, and our 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 unfavorable publicity or consumer perception of the our products; costs of compliance and any failure on our part to comply with new and existing governmental regulations governing our products; limitations of or disruptions in the manufacturing system or losses of manufacturing certifications; disruptions in the distribution network; conditions to the subsequent closings of the Harbin transaction may not be satisfied; the occurrence of any event, change or other circumstances that could give rise to the termination of the Securities Purchase Agreement with Harbin; other risks to consummation of the Harbin transaction, including the risk that the Harbin transaction, the first subsequent closing and/or the second subsequent closing will not be consummated within the expected time period or at all; or failure to successfully execute the our growth strategy, including any inability to expand franchise operations or attract new franchisees, any inability to expand company-owned retail operations, any inability to grow the international footprint, any inability to expand the e-commerce businesses, or any inability to successfully integrate businesses that are acquired. A detailed discussion of risk and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our ~~2016~~2017 10-K.

Consequently, forward-looking statements should be regarded solely as our current plans, estimates and beliefs. You should not place undue reliance on forward-looking statements. We cannot guarantee future results, events, levels of activity, performance or achievements. The forward-looking statements included in this Quarterly Report on ~~Form 10-Q~~Form10-Q are made as of the date of this filing. We do not undertake and specifically decline any obligation to update, republish or revise forward-looking statements to reflect future events or circumstances or to reflect the occurrences of unanticipated events.

Business Overview

~~We are~~GNC is a global ~~specialty retailer~~health and wellness brand with a diversified, multi-channel business. Our assortment of ~~health, wellness~~performance and ~~performance products, including protein, performance supplements, weight management~~nutritional supplements, vitamins, herbs and greens, ~~wellness supplements,~~ health and beauty, food and drink and other general ~~merchandise.~~merchandise features innovative private-label products as well as nationally recognized third-party brands,

many of which are exclusive to GNC. We derive our revenues principally ~~from: product sales through our~~from company-owned ~~stores; the internet through our websites, GNC.com and LuckyVitamin.com, the assets of which were sold on September 30, 2017, as well as third-party websites;~~retail locations, domestic and international franchise ~~activities;~~activities, e-commerce, third-party contract manufacturing, and ~~sales of products manufactured~~corporate partnerships. We have approximately 8,500 locations in ~~our facility to third parties. We sell products through a worldwide network of approximately 9,000 locations operating under the GNC brand name.~~50 countries.

We believe the competitive strengths that position us as a leader in the specialty nutritional supplement space include our: well-recognized brand; stable base of long-term customers; geographically diverse store base; vertically integrated ~~operations;~~operations and differentiated service model designed to enhance the customer experience.

Our Current Strategy

~~Management is focused on~~In the ~~following three key areas to move the business forward:~~

~~Loyalty programs.~~ ~~As of October 25, 2017, we had 9.6 million members in our myGNC Rewards program, of which 585,000 members were enrolled in our PRO Access program.~~

~~Increasing average transaction amount.~~ ~~We noted positive comparable same store transactions of 12.4% in the third~~first quarter of ~~2017 for company-owned stores~~2018, we extended our debt maturity and ~~GNC.com~~announced a partnership with Harbin Pharmaceutical Group Co., Ltd., which includes the issuance of convertible preferred stock and ~~positive same store sales~~a commercial joint venture.

In November 2018, we also announced the completion of ~~1.3%.~~the funding of a $100 million investment by Harbin Pharmaceutical Group Co., Ltd. (“Harbin”) in GNC. We ~~are focused on improving average transaction amount through associate training~~have issued 100,000 shares of convertible preferred stock to Harbin in connection with the funding of the first tranche of the previously announced $300 million strategic investment by Harbin. Harbin has agreed to fund an additional $50 million investment by December 28, 2018 and ~~merchandising~~the final tranche of approximately $150 million by February 13, 2019. GNC and Harbin will complete the formation of the previously announced joint ventures in ~~order to continue to increase same store sales~~Hong Kong and China upon the funding of the final tranche of Harbin’s investment in ~~the fourth quarter of 2017 and beyond.~~

GNC.

Proprietary products and innovation capabilities. We believe that product innovation is critical to our growth, brand image superiority and competitive advantage. Through market research, interactions with customers and partnerships with leading industry vendors, we work to identify shifting consumer trends that can inform our product development process. We believe that our brand portfolio of proprietary products, which are

available in our stores, on GNC.com, on our market place on Amazon.com and ~~Amazon.com,~~other third-party websites, advances GNC's brand presence and our general reputation as a leading retailer of health and wellness products. ~~Year-to-date~~GNC brand mix for domestic system-wide sales increased to 52% in the third quarter of 2018 compared with 45% in the third quarter of 2017.

During the third quarter, we ~~have had successful launches~~launched the nature-inspired Earth Genius product line that spans multiple categories and TamaFlex, an exclusive blend of ~~both proprietary products, including~~botanicals proven effective for joint health.

Loyalty programs. As of September 30, 2018, our ~~Beyond Raw line,~~loyalty membership increased 10.7% to 16.2 million members compared with June 30, 2018. Included in our loyalty membership at September 30, 2018 are approximately 1.0 million members enrolled in PRO Access.

Customer experience. Our goal is to create a consistent and ~~third-party exclusive products~~.

~~In addition,~~satisfying experience for all of our customers, whether they find us in a retail store, online, or on a mobile device, and we ~~have taken steps to improve the customer experience. We~~ are ~~continuing to work on improvements~~investing in ~~product availability~~omnichannel capabilities and the in-store ~~shopping~~ experience. We are investing in our online and omnichannel capabilities to better meet consumer demand without regard to the place and time a customer is interested in GNC. We believe that developing the capability to leverage all of our sales channels to deliver a consistent and high-quality customer experience will differentiate us from other competitors, particularly online-only options. Our store base is a competitive advantage over online-only competitors especially as we continue to develop our ~~in-store~~ associates to deliver thoughtful assistance ~~throughout the shopping experience. Specifically,~~and advice.

International. Our international business is a growth opportunity and we ~~have been~~are focused on developing partnerships that can grow our reach in attractive global markets. The partnership with Harbin will continue to strengthen our balance sheet and position us to fully leverage the ~~following:~~opportunity in China through Harbin’s extensive distribution, marketing and sales infrastructure.

~~We made significant changes in~~

Store Optimization. As we focus on optimizing profitability, we performed a detailed review of our ~~e-commerce pricing~~store portfolio and ~~promotion strategy in August 2016, which eliminated channel conflict and bulk sales. These changes allowed GNC to successfully launch on Amazon (sales from which are included~~identified approximately 700-900 stores in the ~~GNC.com business unit)~~U.S. and Canada that will be closed within the next three years at the end of their lease terms. This review also identified other stores in ~~January 2017,~~ which ~~continues to outperform expectations. In addition, the recently completed re-platforming of the website from~~we are considering alternatives such as seeking lower rent or a third-party to a cloud-based solution provides more flexibility and control for new features and enhancements including advanced personalization capability, improved merchandising and opportunity for omnichannel expansion, which is creating the ability to better optimize the e-commerce business;shorter term.

During the first quarter of 2017, we completed the roll-out of new point-of-sale terminals and tablets to all of our company-owned U.S. stores to address issues regarding speed of transactions and to support back-office needs and functionality;

Technology, training and incentives for store associates have been refocused on loyalty, building basket, and growing our proprietary GNC brand. For example, the tablets can now be used by store associates to enroll customers into the loyalty programs and facilitate product recommendations supporting customer regimens; and

Supply chain focus has been reducing overall enterprise inventory including lower weeks of supply while maintaining in-stocks. Our focus has been to reduce lead time, address slow moving items, and strengthen our forecasting practices. Additional focus has also been placed on consistency of in-stocks across all channels and testing store service improvements. Our inventory decreased from $574.7 million at June 30, 2017 to $534.4 million at September 30, 2017. Going forward, management sees ongoing opportunity to optimize inventory.

Key Performance Indicators

The primary key performance indicators that senior management ~~focuses~~focus on include revenue and operating income for each segment, which are discussed in detail within "Results of Operations", as well as same store sales growth.

As fully defined below, we have clarified the definition of same store sales in the first quarter of 2017, which now excludes sales from our membership programs, including the Gold Card program discontinued in the U.S. in December 2016 and the new loyalty PRO Access program launched in connection with the One New GNC. Same store sales will now include only product sales.

The table below presents the key components of U.S Company-owned same store ~~sales.~~

sales:

2017 2016
U.S. Company-Owned Same Store Sales, including GNC.com Q1 3/31 Q2 6/30 Q3 9/30 Q1 3/31 Q2 6/30 Q3 9/30
Total same store sales (3.9 )% (0.9 )% 1.3 % (2.3 )% (3.9 )% (8.6 )%
Drivers of same store sales:
Number of transactions 9.3 % 12.3 % 12.4 % (4.1 )% (5.5 )% (6.6 )%
Average transaction amount (12.1 )% (11.8 )% (9.9 )% 1.8 % 1.7 % (2.2 )%
Contribution to same store sales:
Domestic retail same store sales (3.6 )% (0.5 )% (1.2 )% (1.9 )% (3.4 )% (6.5 )%
GNC.com contribution to same store sales (0.3 )% (0.4 )% 2.5 % (0.4 )% (0.5 )% (2.1 )%
Total same store sales (3.9 )% (0.9 )% 1.3 % (2.3 )% (3.9 )% (8.6 )%



	2018						2017
	Q1 3/31		Q2 6/30		Q3 9/30		Q1 3/31		Q2 6/30		Q3 9/30
Contribution to same store sales
Domestic Retail same store sales	(1.2	)%	(4.2	)%	(3.4	)%	(3.6	)%	(0.5	)%	(1.2	)%
GNC.com contribution to same store sales	1.7	%	3.8	%	1.3	%	(0.3	)%	(0.4	)%	2.5	%
Total Same Store Sales	0.5	%	(0.4	)%	(2.1	)%	(3.9	)%	(0.9	)%	1.3	%

Same store sales for company-owned stores include point-of-sale retail sales from all domestic stores which have been operating for twelve full months following the opening period. We are an omnichannel retailer with capabilities that allow a customer to use more than one channel when making a purchase, including in-store and through e-commerce channels, which include our wholly-owned website GNC.com and third-party websites, including Amazon (the sales from which are included in the GNC.com business unit) where product assortment and price are controlled by us, inand the purchases from which ~~purchases~~ are fulfilled by direct shipment to the customer from one of our distribution facilities as well as third-party e-commerce vendors. In-store sales are reduced by sales originally consummated online or through mobile devices and subsequently returned in-store. Sales of membership programs, including the new PRO Access loyalty program and former Gold Card program, which is no longer offered in the U.S., as well as the net change in the deferred points liability associated with the myGNC Rewards program, are excluded from same store sales. Excluding the impact of higher loyalty points redemption in the current year periods compared with the prior year periods as our program matures, same store sales decreased 1.3% in the three months ended September 30, 2018 and increased 0.8% in the nine months ended September 30, 2018 for U.S. company-owned stores including GNC.com.

Same store sales are calculated on a daily basis for each store and exclude the net sales of a store for any period if the store was not open during the same period of the prior year. When a store’s square footage has been changed as a result of reconfiguration or relocation in the same mall or shopping center, the store continues to be treated as a same store. If, during the period presented, a store was closed, relocated to a different mall or shopping center, or converted to a franchise store or a company-owned store, sales from that store up to and including the closing day or the day immediately preceding the relocation or conversion are included as same store sales as long as the store was open during the same period of the prior year. Corporate stores are included in same store sales after the thirteenth month following a relocation or conversion to a company-owned store.

We also provide retail comparable same ~~stores~~store sales of our franchisees as well as our Canada business if meaningful to current results. While retail sales of franchisees are not included in the Consolidated Financial Statements, the metric serves as a key performance indicator of our franchisees, which ultimately impacts wholesale sales and royalties and fees received from franchisees. We compute same store sales for our franchisees and Canada business consistent with the description of corporate same store sales above. Same store sales for international franchisees and Canada exclude the impact of foreign exchange rate changes relative to the U.S. dollar.

Non-GAAP Measures

We have included the year-over-year change in segment operating income as a percentage of revenue for our U.S. and Canada and International segments below under "Results of Operations" adjusted to exclude certain items because we believe it represents an effective supplemental means by which to measure our segment’s operating performance. We believe that this metric is useful to investors as it enables our management and our investors to evaluate and compare our segment’s results from operations in a more meaningful and consistent manner by excluding specific items that are not reflective of ongoing operating results. However, this metric is not a measurement of our segment’s performance under GAAP and should not be considered as an alternative 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, or as a measure of our profitability or liquidity. Further, management believes that the presentation of adjusted SG&A, corporate costs, and other non-GAAP measures, presented herein are helpful to investors as they provide for greater comparability of the financial statements between periods.

Results of Operations

(~~Expressed~~Calculated as a percentage of ~~total~~ consolidated revenue unless indicated otherwise)


	Three months ended September 30,				Nine months ended September 30,				Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Revenues:
U.S. and Canada	83.2	%	83.7	%	84.6	%	84.8	%	82.1	%	80.3	%	83.4	%	81.2	%
International	8.1	%	6.5	%	7.0	%	6.1	%	8.9	%	7.9	%	7.8	%	6.9	%
Manufacturing / Wholesale:
Intersegment revenues	9.5	%	8.4	%	9.3	%	8.8	%	11.0	%	9.5	%	10.7	%	9.1	%
Third party	8.7	%	9.8	%	8.4	%	9.1	%	9.0	%	8.4	%	8.8	%	8.5	%
Subtotal Manufacturing / Wholesale	18.2	%	18.2	%	17.7	%	17.9	%	20.0	%	17.9	%	19.5	%	17.6	%
Other									—	%	3.4	%	—	%	3.4	%
Elimination of intersegment revenue	(9.5	)%	(8.4	)%	(9.3	)%	(8.8	)%	(11.0	)%	(9.5	)%	(10.7	)%	(9.1	)%
Total net revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Operating expenses:
Cost of sales, including warehousing, distribution and occupancy	67.7	%	65.7	%	67.2	%	65.0	%	68.2	%	67.2	%	66.8	%	66.6	%
Gross profit	32.3	%	34.3	%	32.8	%	35.0	%	31.8	%	32.8	%	33.2	%	33.4	%
Selling, general and administrative	24.8	%	23.6	%	24.6	%	21.8	%	25.8	%	25.5	%	26.0	%	25.1	%
Gains on refranchising	—	%	(0.1	)%	—	%	(0.9	)%
Long-lived asset impairments	0.6	%	0.5	%	1.2	%	0.2	%	2.5	%	0.6	%	0.8	%	1.2	%
Other loss (income), net	0.3	%	(0.1	)%	—	%	—	%	—	%	0.3	%	—	%	—	%
Total operating expenses	93.4	%	89.6	%	93.0	%	86.1	%	96.5	%	93.6	%	93.6	%	92.9	%
Operating income:
U.S. and Canada	4.9	%	10.4	%	5.9	%	13.0	%
International	2.8	%	2.3	%	2.5	%	2.1	%
Manufacturing / Wholesale	3.2	%	2.8	%	2.8	%	2.8	%
U.S. and Canada ^(*)									2.4	%	6.5	%	6.7	%	8.7	%
International ^(*)									32.0	%	33.4	%	33.3	%	35.5	%
Manufacturing / Wholesale ^(*)									14.5	%	17.5	%	13.5	%	16.3	%
Unallocated corporate costs and other	(4.2	)%	(5.2	)%	(4.1	)%	(3.9	)%
Corporate costs									(4.3	)%	(4.2	)%	(4.4	)%	(4.2	)%
Other									—	%	(0.3	)%	—	%	(1.1	)%
Subtotal unallocated corporate and other costs									(4.3	)%	(4.5	)%	(4.4	)%	(5.3	)%
Total operating income	6.7	%	10.3	%	7.1	%	14.0	%	3.4	%	6.5	%	6.4	%	7.1	%
Interest expense, net	2.7	%	2.4	%	2.5	%	2.3	%	6.2	%	2.7	%	5.0	%	2.5	%
Income before income taxes	4.0	%	7.9	%	4.6	%	11.7	%
Income tax expense	0.4	%	2.7	%	1.3	%	4.2	%
Net income	3.6	%	5.2	%	3.3	%	7.5	%
Loss on debt refinancing									—	%	—	%	0.9	%	—	%
(Loss) income before income taxes									(2.7	)%	3.8	%	0.4	%	4.6	%
Income tax (benefit) expense									(1.2	)%	0.4	%	(0.2	)%	1.3	%
Net (loss) income									(1.5	)%	3.4	%	0.6	%	3.3	%

(*) Calculated as a percentage of segment revenue.

The following table summarizes the number of our stores for the periods indicated:


	Nine months ended September 30,				Nine months ended September 30,
	2017		2016		2018		2017
U.S. & Canada
Company-owned^(a):
Beginning of period balance	3,513		3,584		3,423		3,513
Store openings	47		46		18		47
Acquired franchise stores^(b)	46		16		20		46
Franchise conversions^(c)	(2	)	(96	)	(4	)	(2	)
Store closings	(136	)	(38	)	(174	)	(136	)
End of period balance	3,468		3,512		3,283		3,468
Domestic Franchise:
Beginning of period balance	1,178		1,084		1,099		1,178
Store openings	22		21		10		22
Acquired franchise stores^(b)	(46	)	(16	)	(20	)	(46	)
Franchise conversions^(c)	2		96		4		2
Store closings	(30	)	(16	)	(45	)	(30	)
End of period balance	1,126		1,169		1,048		1,126
International^(d):
Beginning of period balance	1,973		2,095		2,015		1,973
Store openings ^(e)	207		61
Store openings					42		207
Store closings	(105	)	(165	)	(89	)	(105	)
End of period balance	2,075		1,991		1,968		2,075
Store-within-a-store (Rite Aid):
Beginning of period balance	2,358		2,327		2,418		2,358
Store openings	62		29		42		62
Store closings	(6	)	(9	)
Store closings ^(e)					(218	)	(6	)
End of period balance	2,414		2,347		2,242		2,414
Total Stores	9,083		9,019		8,541		9,083

(a) Includes Canada.

(b) Stores that were acquired from franchisees and subsequently converted into company-owned stores.

(d) Includes franchise locations in approximately 50 countries (including distribution centers where sales are made) and company-owned stores located in Ireland ~~(The Health Store)~~ and China.

(e) ~~Includes 145 store-within-a-stores in South Africa not formerly included in the~~In 2018, store ~~count due~~closings primarily related to ~~being distribution points. Effective at the end~~Walgreens acquisition of ~~the third quarter of 2017, these stores were subject to royalties on retail sales and as a result, have been included in the store count.~~certain Rite Aid locations.

Comparison of the Three Months Ended September 30, ~~2017~~2018 (current quarter) and ~~2016~~2017 (prior year quarter)

Revenues

Our consolidated net revenues decreased ~~$18.5~~$32.8 million, or ~~2.9%~~5.3%, to ~~$609.5~~$580.2 million for the three months ended September 30, ~~2017~~2018 compared with ~~$628.0~~$613.0 million for the same period in ~~2016.~~2017. The decrease was primarily attributable to the ~~result~~sale of Lucky Vitamin on September 30, 2017, which resulted in a $20.8 million reduction to revenue, and lower sales inassociated with store closures at the end of their lease term, which is a component of our ~~U.S. and Canada and Manufacturing / Wholesale segments, partially offset by higher sales in our International segment.~~store portfolio optimization strategy.

U.S. and Canada. Revenues in our U.S. and Canada segment decreased ~~$18.4~~$15.9 million, or ~~3.5%~~3.2%, to ~~$507.1~~$476.5 million for the three months ended September 30, ~~2017~~2018 compared with ~~$525.5~~$492.4 million in the prior year quarter. ~~E-commerce sales were 10.2% of U.S. and Canada revenue in the current quarter compared with 8.2% in the prior year quarter.~~ The ~~$18.4 million~~ decrease ~~in revenue~~ in the current quarter as compared with the prior year quarter was primarily due to the following:

The ~~change~~net decrease in ~~our loyalty programs~~the number of U.S. corporate stores from September 30, 2017 to September 30, 2018 contributed an approximate $9 million decrease to revenue;

A decrease in U.S. company-owned same store sales of 2.1%, which includes GNC.com sales, resulted in a $7.7 million decrease to revenue ~~in company-owned stores, including GNC.com, of $12.0 million primarily due to~~(excluding the impact of ~~the discontinued Gold Card program~~higher loyalty points redemption in the ~~U.S;~~current quarter compared with the prior year quarter as the program matures, same store sales decreased 1.3%). E-commerce sales were 7.2% of U.S. and Canada revenue in the current quarter compared with 6.2% in the prior year quarter;

A decrease in domestic franchise revenue of ~~$7.5~~$3.6 million to ~~$78.3~~$79.7 million in the current quarter compared with ~~$85.8~~$76.1 million in ~~the~~ prior year quarter due to the impact of a decrease in retail same store sales of ~~1.7%,~~4.1% and a decrease in the number of franchise stores from ~~1,169 at September 30, 2016 to~~ 1,126 at September 30, 2017 ~~and the discontinuation of the Gold Card program as discussed above;~~to 1,048 at September 30, 2018;

A decrease in ~~our~~ Canada ~~business (not currently under the One New GNC)~~company-owned stores of ~~$1.2~~$2.7 million ~~compared with~~from $24.1 million in the prior year ~~quarter was~~period to $21.4 million in the current year period primarily due to ~~a reduction in~~negative same store sales of ~~10.9%~~5.6%; and

Partially offsetting the above decreases in revenue was an increase ~~in U.S. company-owned same store sales~~ of ~~1.3%, which includes GNC.com sales, which resulted in a $4.8~~$7.5 million ~~increase to revenue. GNC.com contributed 2.5% to the increase in same store sales due to an increase in sales through Amazon as well as the change to better align our web promotions~~related to our ~~stores~~loyalty programs, PRO Access paid membership fees and the myGNC Rewards change in August 2016. Same store sales for company-owned stores decreased 1.2% in the current quarter due to lower sales in the Vitamins, Protein, Food/Drink, Weight Management, and Wellness Supplement categories, partially offset by higher sales in the Performance Supplements, Health and Beauty, and Herbs/Greens categories and includes the impact of Hurricanes Harvey, Irma and Maria, which we estimate contributed a 0.7% decrease to same store sales.deferred points liability.

International. Revenues in our International segment increased ~~$8.0~~$2.9 million, or ~~19.3%~~6.1%, to ~~$49.1~~$51.4 million in the current quarter compared with ~~$41.1~~$48.5 million in the prior year quarter. ~~Revenues~~Revenue from our ~~China business~~international franchisees increased ~~by $4.8~~$3.9 million in the current quarter compared with the prior year quarter ~~largely due to higher cross-border e-commerce sales. Revenue~~with an increase in retail same store sales of 1.5%. Revenues from our ~~international franchisees increased~~China business decreased by ~~$2.8~~$0.8 million in the current quarter compared with the prior year quarter due ~~in part~~ to an increase of $1.7 million associated with the timing of shipments resulting from our annual franchise conference, which occurred later in the second quarter compared with the prior year. This increase is partially offset by the impact of a decrease in retail same store sales of 4.8%.lower wholesale sales.

Manufacturing / Wholesale. Revenues in our Manufacturing / Wholesale segment, excluding intersegment sales, ~~decreased $8.0~~increased $1.0 million, or ~~13.1%~~1.9%, to ~~$53.3~~$52.3 million for the three months ended September 30, ~~2017~~2018 compared with ~~$61.3~~$51.3 million in the prior year quarter. Third-party contract manufacturing sales ~~decreased $5.4~~increased $1.9 million, or ~~14.9%~~6.7%, to $31.2 million for the three months ended September 30, ~~2017~~2018 compared with ~~$36.6~~$29.3 million in the prior year ~~quarter primarily due to lower demand associated with decreased sales for certain customers.~~quarter. Sales to our wholesale partners decreased ~~$2.6~~$1.0 million, or ~~10.5%~~4.4%, from ~~$24.7~~$22.0 million in the prior year quarter to ~~$22.1~~$21.0 million in the current ~~quarter primarily due lower demand from certain customers and the termination of Drugstore.com that occurred in September 2016.~~quarter. Intersegment sales increased ~~$5.0~~$5.7 million from ~~$53.0~~$58.0 million in the prior year quarter to ~~$58.0~~$63.7 million in the current quarter reflecting our increasing focus on proprietary products.

Cost of Sales and Gross Profit

Cost of sales, which includes product costs, warehousing, distribution and occupancy costs, ~~of $412.7~~decreased $16.2 million to $395.5 million for the three months ended September 30, ~~2017, was relatively flat as~~2018 compared with $411.7 million in the prior year quarter. Gross profit decreased ~~$18.6~~$16.6 million from ~~$215.4~~$201.3 million infor the ~~prior year~~ quarter ended September 30, 2017 to ~~$196.8~~$184.7 million in the current quarter, and as a percentage of revenue, decreased from ~~34.3% for~~32.8% in the prior year quarter ~~ended September 30, 2016~~ to ~~32.3%~~31.8% in the current quarter. The decrease in gross profit rate was primarily due to lower domestic retail product margin rate ~~due~~as a result of adjustments to promotional pricing in response to the ~~impact~~competitive environment in the early portion of the quarter, lower vendor funding and impacts from the new loyalty program, ~~changes associated with the One New GNC,~~partially offset by a higher sales mix of proprietary product which ~~includes the impact of the discontinuation of the Gold Card Member Pricing program in the U.S, and deleverage in occupancy associated with lower revenue.~~contribute higher margins relative to third-party sales.

Selling, General and Administrative (“SG&A”) Expense

SG&A expense, including compensation and related benefits, advertising and other expenses, ~~increased $2.6~~decreased $6.2 million, or ~~1.7%~~3.9%, from ~~$148.4~~$156.1 million in the prior year quarter to ~~$151.0~~$149.9 million in the current quarter. SG&A expense, as a percentage of revenue, was ~~24.8%~~25.8% and ~~23.6%~~25.5% for the three months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively.

During the three months ended September 30, 2018, we recognized $2.1 million in expense related to a retention program adopted in the first quarter of 2018 to retain senior executives and certain other key personnel below the executive level who are critical to the execution and success of our strategy. The total amount awarded was approximately $10 million, which vests in four installments of 25% each over the next two years on the earlier of February 2019 or the closing of the Harbin transaction, February 2019, August 2019 and February 2020. We also incurred $0.3 million related to China joint venture start-up costs in the current quarter. During the prior year quarter, we recorded $2.8 million of stock-based compensation and other executive placement costs associated with the hiring of our new Chief Executive ~~Officer as well as~~Officer. In addition, we incurred $1.3 million in legal-related charges in both the current quarter and ~~during~~the prior year quarter.

Excluding the impact of these items, SG&A expense decreased $5.8 million in the current quarter compared with the prior year quarter ~~we recorded severance expense of $4.5 million associated with the departure of our former Chief Executive Officer~~ and, ~~legal-related charges of $5.1 million.~~

~~Excluding these charges, SG&A expense increased $8.0 million, or 5.8%, and was 24.1% and 22.1%~~ as a percentage of revenue, was 25.2% and 24.8% for the three months ended September 30, 2018 and 2017, respectively. The $5.8 million decrease in SG&A expense was primarily due to the sale of the Lucky Vitamin e-commerce business effective September 30, 2017 and lower marketing expense, partially offset by an increase in store commissions related to incremental associate commissions and higher sales mix of proprietary product.

Long-lived Asset Impairments

We recorded long-lived asset impairment and other store closing charges totaling $14.6 million for the three months ended September 30, 2018 associated with the store portfolio optimization. We recorded $3.9 million in long-lived asset impairment charges for the three months ended September 30, 2017. The charges in the current quarter and prior year quarter respectively. The increase in SG&A expense was primarily due to higher salaries and benefits of $3.8 million (excluding the charges described above) due in part to minimum wage rate increases, an increase in marketing expense of $2.9 million to support incremental online advertising and China cross-border e-commerce sales and higher commissions related to an increase in GNC.com sales, partially offset by the reduction of an incentive accrual.

~~Long-Lived Asset Impairments~~

~~We recorded long-lived asset impairment charges totaling $3.9 million in the three months ended September 30, 2017 compared with $3.0 million in the prior year quarter. These charges~~ primarily relate to certain of our corporate stores offor which estimated future undiscounted cash flows could not support the carrying values of property and equipment. In addition, the ~~current~~prior year quarter charge includes the impact of Hurricane Maria on our stores located in Puerto Rico. ~~Refer to Item 1, "Financial Statements," Note 4, "Goodwill and Other Long-lived Assets" for more information.~~

Other Loss, ~~(Income),~~ net

Other loss, net, ~~was $1.8~~of $0.3 million in the current quarter includes a foreign currency loss partially offset by a refranchising gain. Other loss, net, of $1.6 million in the prior year quarter primarily ~~consisting~~consists of a $1.7 million loss ~~attributable to~~as a result of the sale of substantially all of the assets of the Lucky Vitamin e-commerce business. Refer to Item 1, "Financial Statements," Note 4, "Goodwill and Other Long-lived Assets" for more information. Other income, net was $0.5 million in the prior year quarter primarily relating to a foreign currency gain.

Operating Income

As a result of the foregoing, consolidated operating income decreased ~~$24.5~~$19.8 million, or ~~37.7%~~49.8%, to ~~$40.4~~$20.0 million for the three months ended September 30, ~~2017~~2018 compared with ~~$64.9~~$39.8 million in the prior year quarter. Operating income, as a percentage of revenue, was 3.4% and 6.5% for the three months ended September 30, 2018 and 2017, respectively. Operating income in the current quarter was significantly impacted by long-lived asset impairment and other store closing charges as noted above.

U.S. and Canada. Operating income decreased ~~$35.6~~$20.4 million to ~~$29.7~~$11.5 million for the three months ended September 30, ~~2017~~2018 compared with ~~$65.3~~$31.9 million for the same period in ~~2016.~~2017. As ~~explained~~we mentioned above, we recorded long-lived asset impairments and other store closing costs of ~~$3.9 million and $3.0~~$14.6 million in the current quarter, and long-lived asset impairments of $3.9 million in prior year ~~quarter, respectively, as well as a $1.7 million loss on the sale of the Lucky Vitamin e-commerce business in the current~~ quarter. Excluding these items and immaterial gains on refranchising, operating income was $26.0 million or 5.5% of ~~$0.2 million and $0.4 million~~segment revenue in the current quarter, ~~and prior year quarter, respectively, operating income was $35.1~~compared with $35.6 million or ~~6.9%~~7.2% of segment revenue ~~compared with $68.0 million or 13.0% of segment revenue.~~in the prior year quarter. The decrease compared with the prior year ~~quarter~~ was primarily due to ~~lower domestic retail~~ product margin rate as explained above under "Cost of Sales and Gross Profit" and ~~expense deleverage associated with lower sales. Also contributing to the decrease were higher salaries and benefits of $5.2 million due~~an increase in ~~part to minimum wage rate increases, higher marketing expense of $1.8 million~~store commissions related to incremental ~~online advertising,~~associate commissions and ~~commissions related to~~a higher ~~e-commerce sales.~~sales mix of proprietary product, partially offset by comparative effect of lower marketing expense in the current quarter.

~~International.~~International. Operating income ~~increased $2.1 million, or 14.3%, to $16.8~~of $16.5 million for the three months ended September 30, ~~2017~~2018 was relatively flat compared with $14.7 million in the prior year quarter. Operating income decreased to 34.2% of segment revenue in the current quarter compared with 35.7% in the prior year quarter primarily due to higher marketing expense in our China business.

~~Manufacturing / Wholesale. Operating income increased $2.1 million, or 12.1% to $19.5 million for the three months ended September 30, 2017 compared with $17.4 million in the~~ prior year quarter, and as a percentage of segment revenue was ~~17.5%~~32.0% in the current quarter compared with 33.4% in the prior year quarter. The current quarter included $1.0 million related to China joint venture start-up costs, of which $0.6 million related to costs incurred in the first six months of 2018 within corporate costs and ~~15.2%, respectively,~~was reclassified to International in the current quarter. Excluding the China joint venture start-up costs, operating

income was $17.4 million, or 33.9% of segment revenue, in the current quarter compared with $16.2 million, or 33.4% of segment revenue, for the same period in 2017. The increase in operating income percentage was primarily due to ~~favorable manufacturing variances as~~ a ~~result~~higher mix of franchise sales, which contribute higher ~~intersegment~~margins relative to China sales.

~~Corporate costs and other.~~Manufacturing / Wholesale~~Corporate costs and other~~. Operating income decreased ~~$6.9~~$2.3 million, or 12.0%, to ~~$25.6~~$16.9 million for the three months ended September 30, ~~2017~~2018 compared with ~~$32.5~~$19.2 million in the prior year quarter. Operating income as a percentage of segment revenue decreased from 17.5% in the prior year quarter to 14.5% in the current quarter primarily due to a lower margin rate from third-party contract manufacturing, partially offset by higher intersegment sales, which contribute higher margins.

Corporate costs. Corporate costs decreased $0.9 million to $24.7 million for the three months ended September 30, 2018 compared with $25.6 million in the prior year quarter. The ~~decrease was primarily due~~current quarter includes retention of $2.1 million, as explained above, and a $1.3 million legal-related charge. Additionally, $0.6 million related to ~~the comparative effect of severance expense of $4.5 million associated with the departure of our former Chief Executive Officer and legal-related charges of $5.1 million~~China joint venture start-up costs incurred in the ~~prior year quarter as well as the~~

~~reduction~~first six month of ~~an incentive accrual~~2018 was reclassified to International in the current quarter. The ~~above decreases were partially offset by~~prior year quarter includes $2.8 million of stock-based compensation and other executive placement costs associated with the hiring of our new Chief Executive Officer and a $1.3 million legal-related ~~charge recorded~~charge. Excluding the above charges, corporate costs in the ~~current~~three months ended September 30, 2018 were relatively flat compared to the prior year quarter.

Interest Expense, net

Interest expense was ~~$16.3 million in the three month period ended September 30, 2017 compared with $15.4~~$35.7 million in the three months ended September 30, ~~2016.~~2018 compared with $16.3 million in the three months ended September 30, 2017 primarily due to a higher interest rate on the Tranche B-2 Term Loan and the FILO Term Loan in connection with the debt refinancing.

Income Tax (Benefit) Expense

We recognized ~~$2.6~~$7.2 million of income tax ~~expense (or 11.0% of pre-tax income)~~benefit during the three months ended September 30, ~~2017~~2018 compared with ~~$17.2~~$2.4 million ~~(or 34.7%~~ of ~~pre-tax income)~~income tax expense for the same period in ~~2016.~~2017. The effective tax rate in the current quarter was significantly impacted by $3.6 million in discrete tax benefits associated with finalization of the Company’s 2017 federal income tax return. The effective tax rate in the prior year quarter was significantly impacted by a reduction to a valuation allowance of $6.0 million. The valuation allowance was adjusted based on a change in circumstances which caused a change in judgment about the realizability of a deferred tax asset related to net operating losses.

Net (Loss) Income

As a result of the foregoing, consolidated net ~~income decreased $10.9 million to $21.5~~loss was $8.6 million for the three months ended September 30, ~~2017~~2018 compared with ~~$32.4~~a consolidated net income of $21.1 million for the same period in ~~2016.~~2017.

Diluted (Loss) Earnings ~~per~~Per Share

Diluted loss per share was $0.10 for the three months ended September 31, 2018 compared with diluted earnings per share ~~was~~of $0.31 for the three months ended September 30, ~~2017 compared with $0.47 for the same period in the prior year due to a decrease in net income of 33.7%.~~2017.

Comparison of the Nine Months Ended September 30, ~~2017~~2018 (current year period) and ~~2016~~2017 (prior year period)

Revenues

Our consolidated net revenues ~~decreased $74.8 million, or 3.8%, to $1,895.3~~were $1,805.7 million for the nine months ended September 30, ~~2017~~2018, a decrease of $112.4 million, or 5.9%, compared with ~~$1,970.1~~$1,918.1 million for the same period in ~~2016.~~2017. The decrease was primarily the result of the sale of Lucky Vitamin on September 30, 2017, which resulted in a $66.2 million reduction to revenue, the termination of the U.S. Gold Card Member Pricing program in the prior year, which resulted in a $23.0 million decrease in revenue and lower sales inassociated with store closures at the ~~U.S. and Canada and Manufacturing / Wholesale segments, partially offset by higher sales in~~end of their lease term, which is a component of our ~~International segment.~~store portfolio optimization strategy.

U.S. and Canada. Revenues in our U.S. and Canada segment decreased ~~$67.6~~$50.5 million, or ~~4.0%~~3.2%, to ~~$1,603.4~~$1,506.3 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$1,671.0~~$1,556.8 million in the prior year period. ~~E-commerce sales were 9.7% of U.S. and Canada revenue in the nine months ended September 30, 2017 compared with 9.0% for the same period in 2016.~~ The $50.5 million decrease in revenue in the current year period as compared with the prior year period was primarily due to the following:

The ~~change in our loyalty programs resulted in a~~ net decrease to revenue of $22.9 million. Gold Card sales decreased $20.9 million, which includes the impact of the recognition of $24.4 million in deferred revenue in the first quarter of 2017 and $1.4 million of applicable coupon redemptions. Also included in this decrease was a $2.0 million net reduction to revenue related to the new loyalty programs as the change in the free myGNC Rewards deferred points liability more than offset PRO Access membership fees;

~~The~~ decrease in the number of ~~corporate~~U.S. company-owned stores ~~in the current year period~~ from ~~3,512 at September 30, 2016 to 3,468 at~~ September 30, 2017 to September 30, 2018 contributed an approximate ~~$19~~$24 million decrease to revenue;

A decrease in ~~domestic retail~~U.S. company-owned same store sales of ~~1.3%~~0.6%, which includes GNC.com sales, resulted in a ~~$15.1~~$7.3 million decrease into revenue in the current year period. The decrease in same store sales was primarily due to lower sales in company-owned stores in the Protein, Vitamins, Weight Management, Food / Drink, and Wellness Supplement categories partially offset by improvement in the Performance Supplements, Health and Beauty, and Herbs / Greens categories. GNC.com contributed 0.5% to same store sales primarily due to increased sales made through Amazon, partially offset by(excluding the impact of ~~better aligning our web promotions to our stores in the third quarter of 2016;~~

~~Canada revenue declined $5.8 million compared to the prior year period due to a decrease in same store sales; and~~

~~Domestic franchise revenue decreased $5.3 million to $248.8 million~~higher loyalty points redemption in the current year period compared with ~~$254.1~~the prior year period as the program matures, same store sales increased 0.8%). E-commerce sales were 7.5% of U.S. and Canada revenue in the current year period compared with 5.7% in the prior year period;

A decrease in domestic franchise revenue of $19.4 million from $253.4 million in the prior year period to $234.0 million in the current year period primarily due to the impact of a decrease in retail same store sales decrease of ~~2.5%~~3.3% and a decrease in the number of franchise stores from 1,126 at September 30, 2017 to 1,048 at September 30, 2018;

A decrease in Canada company-owned stores of $5.4 million from $72.1 million in the prior year period to $66.7 million in the current year period ~~partially offset by a higher average~~primarily due to negative same store ~~count.~~sales of 7.9%;

A decrease of $23.0 million relating to the termination of the U.S. Gold Card Member Pricing program in the prior year period, which resulted in the recognition of domestic Gold Card deferred revenue of $24.4 million, net of $1.4 million of applicable coupon redemptions; and

Partially offsetting the above decreases in revenue was an increase of $30.3 million related to our loyalty programs, PRO Access paid membership fees and the myGNC Rewards change in deferred points liability.

International. Revenues in our International segment increased ~~$11.1~~$8.1 million, or ~~9.1%~~6.1%, to ~~$132.1~~$140.1 million in the current year period compared with ~~$121.0~~$132.0 million in the prior year period, primarily due to an increase in our China business of ~~$9.6~~$6.3 million ~~largely from cross-border~~due to higher e-commerce sales and an increase in sales from our international franchisees of ~~$1.0~~$1.2 million.

Manufacturing / Wholesale. Revenues in our Manufacturing / Wholesale segment, excluding intersegment sales, decreased ~~$18.3~~$3.8 million, or ~~10.3%~~2.3%, to ~~$159.7~~$159.3 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$178.0~~$163.1 million in the prior year period. Third-party contract manufacturing sales decreased ~~$6.2~~$2.7 million, or ~~6.1%~~2.8%, from $97.2 million in the prior year period to $94.5 million in the current year period. Sales to our wholesale partners decreased $1.1 million, or 1.7% from $65.9 million in the prior year period to $64.8 million in the current year period. Intersegment sales increased $18.3 million from $175.3 million in the prior year period to $193.6 million in the current year period reflecting our increasing focus on proprietary products.

Cost of Sales and Gross Profit

Cost of sales decreased $70.8 million to $1,206.4 million for the nine months ended September 30, ~~2017~~2018 compared with $100.7 million in the prior year period due to lower demand associated with decreased sales for certain customers. Sales to our wholesale partners decreased $12.1 million, or 15.6%, from $77.3 million in the prior year period to $65.2 million in the current year period primarily due to lower demand and the termination of Drugstore.com that occurred in September 2016. Intersegment sales increased $2.7 million from $172.6 million in the prior year period to $175.3 million in the current year period.

~~Cost of Sales and Gross Profit~~

~~Cost of sales decreased $7.3 million to $1,272.8 million for the nine months ended September 30, 2017 compared with $1,280.1~~$1,277.2 million in the prior year period. Gross profit decreased ~~by $67.5~~$41.6 million from ~~$690.0~~$640.9 million in the prior year period to ~~$622.5~~$599.3 million in the current year period. Gross profit, as a percentage of revenue, decreased slightly to 33.2% in the current year period compared with 33.4% in the prior year period. The gross profit rate change is primarily due to the comparative effect of the prior year period recognition of $23.0 million in net deferred Gold Card revenue as explained above and the impact of the new loyalty program in the current year period, partially offset by a higher domestic retail product margin rate reflecting a higher mix of proprietary sales which contribute higher margins relative to third-party sales.

Selling, General and Administrative Expense

SG&A expense decreased $12.4 million, or 2.6%, from ~~35.0%~~$481.6 million in the prior year period to $469.2 million in the current year period, and as a percentage of revenue, was 26.0% and 25.1% for the nine months ended September 30, ~~2016 to 32.8% in~~2018 and 2017, respectively.

During the nine months ended September 30, ~~2017 primarily due to lower domestic retail product margin rate and occupancy expense deleverage associated with lower sales. The decrease in domestic retail product margin rate was primarily due~~2018, we recognized $5.2 million related to the ~~impact~~aforementioned retention program, $1.0 million related to China joint venture start-up costs and a legal-related charge of pricing and loyalty program changes associated with the One New GNC, partially offset by the favorable comparative effect of deep discounts on excess vitamins inventory nearing expiration in the first quarter of 2016.

~~SG&A Expense~~

~~SG&A expense increased $35.2 million, or 8.2%, to $465.6 million for~~$1.3 million. During the nine months ended September ~~30,~~31, 2017, ~~compared with $430.4 million in the prior year period. SG&A expense, as a percentage of revenue, was 24.6% and 21.8% for the nine months ended September 30, 2017 and 2016, respectively. We~~we incurred legal-related charges of $3.4 million ~~and $5.1 million in the current year and prior year periods, respectively,~~ as well as $2.8 million executive placement ~~and severance~~ costs ~~incurred in the current and prior year quarter~~ as explained above.

Excluding the impact of these ~~charges,~~items, SG&A expense ~~increased $38.5~~decreased $13.7 million, or ~~9.1%~~2.9%, and was ~~24.2%~~25.6% and ~~21.4%~~24.8% as a percentage of revenue in the current year and prior year periods, respectively. The ~~increase~~decrease in SG&A expense was primarily due to ~~higher salaries~~the sale of our Lucky Vitamin e-commerce business effective September 30, 2017 and ~~benefits of $19.8 million (excluding the charges described above) due in part to higher store and field wages and an increase in~~lower marketing expense ~~in our U.S. and Canada segment~~due to the comparative effect of ~~$18.3 million resulting from~~ the prior year period media campaign to support the One New GNC, partially offset by an increase in store commissions associated with a higher sales mix of proprietary product and ~~incremental online advertising.~~higher commissions to support e-commerce sales.

~~Gains on Refranchising~~

~~Gains on refranchising were $0.4~~Long-lived Asset Impairments

We recorded long-lived asset impairment and other store closing charges totaling $14.6 million in the nine months ended September 30, ~~2017 resulting from~~2018 associated with the ~~sale of two company-owned stores. We sold 96 company-owned stores in the prior year period, of which 84 related to one franchisee, resulting in total refranchising gains of $18.3 million.~~

~~Long-Lived Asset Impairments~~

store portfolio optimization strategy. We recorded $23.2 million ~~of non-cash~~in long-lived asset ~~impairments~~impairment charges in the ~~current year period~~nine months ended September 30, 2017 of which $19.4 million relates to the Lucky Vitamin e-commerce business, the assets of which were sold on September 30, 2017. The remaining amount relates to certain of our underperforming corporate stores ~~of which future undiscounted cash flows could not support the carrying values of property~~ and ~~equipment, as well as~~ the impact of Hurricane Maria on our stores located in Puerto Rico. ~~We recorded $3.0 million in long-lived asset impairments in the prior year period. Refer to Item 1, "Financial Statements", Note 4, "Goodwill and Other Long-lived Assets" for more information.~~

Other Loss ~~(income)~~(Income), net

Other loss, net, ~~was $0.3~~of $0.4 million in the current year period includes a foreign currency loss partially offset by a refranchising gain. Other income, net, in the prior year period primarily ~~consisting~~consists of a $1.7 million loss ~~attributable~~attributed to the sale ~~of substantially all~~ of the assets of the Lucky Vitamin e-commerce business, ~~partially~~fully offset by immaterial

insurance and lease ~~settlements. Other income, net, was $0.4 million in the prior year period primarily consisting of~~settlements, foreign currency ~~gains.~~gains and a refranchising gain.

Operating Income

As a result of the foregoing, consolidated operating income decreased ~~$141.4~~$20.9 million, or ~~51.4%~~15.4%, to ~~$133.8~~$115.2 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$275.2~~$136.1 million in the prior year period. ~~The U.S.~~Operating income, as a percentage of revenue, was 6.4% and ~~Canada segment was significantly impacted in~~7.1% for the ~~current year period by impairment charges totaling $23.2 million as described above as well as $18.3 million of refranchising gains in the prior year period.~~nine months ended September 30, 2018 and 2017, respectively.

U.S. and Canada. Operating income decreased ~~$143.8~~$34.2 million ~~or 56.1%,~~ to ~~$112.3~~$100.6 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$256.1~~$134.8 million for the same period in ~~2016. As explained above,~~2017. Operating income, as a percentage of segment revenue, was 6.7% in the current year period compared with 8.7% in the prior year period. In the current year period we recorded ~~non-cash~~long-lived asset impairments and other store closing costs totaling $14.6 million and immaterial refranchising gains, and in the prior year period we recorded long-lived asset impairments of ~~$23.2~~$3.9 million and ~~$3.0 million~~immaterial refranchising gains. Excluding these items and the comparative prior year impact of the recognition of deferred Gold Card revenue and marketing costs incurred in support of the One New GNC media campaign as described above, operating income was 7.6% as a percentage of segment revenue in the current year ~~and~~period compared with 7.9% in the prior year periods, respectively, as well as a $1.7 million loss on the sale of the Lucky Vitamin e-commerce business in the current quarter. Excluding these items and gains on refranchising of $0.4 million and $18.3 million in the current year and prior year periods, respectively, operating income was $136.9 million, or 8.5%, of segment revenue compared with $240.9 million or 14.4% of segment revenue. The decrease compared with the prior year period was primarily due to lower domestic retail product margin rate as explained above under "Cost of Sales and Gross Profit." Also contributing to the decrease was higher marketing expense of $18.3 million related to the media campaign around the One New GNC and incremental online advertising, higher salaries and benefits of $13.3 million due to higher store and field wages and expense deleverage associated with lower sales. period.

International. Operating income ~~increased $5.5~~decreased $0.2 million, or ~~13.2%~~0.4%, to ~~$46.9~~$46.6 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$41.4~~$46.8 million in the prior year period. Operating income ~~increased from 34.2% of segment revenue in the prior year period to 35.5%~~was 33.3% of segment revenue in the current year period compared with 35.5% in the prior year period. Excluding joint venture start-up costs of $1.0 million in the current year period, operating income was $47.6 million, or 34.0% of segment revenue, compared with $46.8 million, or 35.5% of segment revenue, for the same period in 2017. The decrease in operating income percentage was primarily due to ~~an increase in product margin rate primarily associated with~~ a higher mix of ~~proprietary~~China sales, ~~and~~which contribute lower margins relative to franchise sales. In addition, as we invest to grow the ~~comparative effect of a bad debt allowance associated~~brand in China, marketing expense increased in our China business compared with ~~a franchisee that was recorded in~~ the prior year ~~period, partially offset with higher marketing expense in our China business.~~period.

Manufacturing / Wholesale. Operating income ~~increased $0.3~~decreased $7.4 million, or ~~0.5%~~13.3%, to ~~$54.0~~$47.7 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$53.7~~$55.1 million in the prior year period. Operating income as a percentage of segment revenue ~~increased~~decreased from 16.3% in the prior year period to ~~16.1%~~13.5% in the current year period ~~from 15.3% in the prior year period~~ primarily due to ~~favorable~~a lower margin rate from third-party contract manufacturing, ~~variances as a result of~~partially offset by higher intersegment ~~sales.~~sales, which contributed higher margins.

Corporate ~~costs and other.~~costs. Corporate costs ~~and other increased $3.3~~decreased $0.3 million to ~~$79.4~~$79.5 million for the nine months ended September 30, ~~2017~~2018 compared with ~~$76.1~~$79.8 million in the prior year ~~period, primarily due to $3.4 million in~~period. Excluding the retention and a legal-related ~~charges and $2.8 million of stock-based compensation and other executive placement costs associated with the hiring of our new Chief Executive Officer incurred~~charge in the current year period ~~higher wages~~ and the ~~comparative effect of a~~executive placements costs and legal-related charges in the prior year ~~reduction of an incentive accrual. The~~period as explained above, ~~increases were partially offset by the comparative effect of legal-related charges of $5.1 million and $4.5~~corporate costs decreased $0.6 million in ~~severance expense associated~~the current year period compared with ~~the departure of our former Chief Executive Officer incurred in~~ the prior year period.

Interest Expense, net

Interest expense was ~~$48.3 million in the nine month period ended September 30, 2017 compared with $45.1~~$90.4 million in the nine months ended September 30, ~~2016.~~2018 compared with $48.3 million in the nine months ended September 30, 2017 primarily due to a higher interest rate on the Tranche B-2 Term Loan and the FILO Term Loan in connection with the debt refinancing.

Loss on Debt Refinancing

The refinancing of the Senior Credit Facility resulted in a loss of $16.7 million in the current year period, which primarily includes third-party fees relating to the Tranche B-2 Term Loan and the FILO Term Loan. Refer to Item 1, "Financial Statements," Note 6, "Long-Term Debt / Interest Expense" for more information.

Income Tax (Benefit) Expense

We recognized ~~$24.5~~$2.9 million of income tax ~~expense (or 28.7% of pre-tax income)~~benefit during the nine months ended September 30, ~~2017~~2018 compared with ~~$82.9~~$25.4 million ~~(or 36.0%~~ of ~~pre-tax income)~~income tax expense for the same period in ~~2016.~~2017. The effective tax rate in the current year period was significantly impacted by $3.6 million in discrete tax benefits associated with finalization of the Company's 2017 federal income tax return. The effective tax rate in the prior year period was significantly impacted by a reduction to a valuation allowance of $6.0 million. The valuation allowance was adjusted based on a change in circumstances which caused a change in judgment about the realizability of a deferred tax asset related to net operating losses.

Net Income

As a result of the foregoing, consolidated net income decreased ~~$86.2~~$51.5 million to ~~$61.0~~$10.9 million for the nine months ended September 30, ~~2017, which includes the impact of $23.2 million in non-cash long-lived asset impairments,~~2018 compared with ~~$147.2~~$62.4 million for the same period in ~~2016, which includes the impact of $18.3 million in refranchising gains.~~

2017.

Diluted Earnings ~~per~~Per Share

Diluted earnings per share decreased from ~~$2.10~~$0.91 for the nine months ended September 30, ~~2016~~2017 to ~~$0.89~~$0.13 for the same period in ~~2017~~2018 due to a decrease toin net income and an increase in the weighted average diluted shares outstanding resulting from the exchange of ~~58.6%.~~the Company's Notes on December 20, 2017 for an aggregate 14.6 million newly issues shares of Class A common stock.

Liquidity and Capital Resources

Our ability to make required payments of principal and scheduled payments of interest or to refinance our debt and to satisfy our other debt obligations will depend on our future operating performance, which will be affected by general economic, financial and other factors beyond our control. We are currently in compliance with the terms ofOn February 28, 2018, we amended our Senior Credit Facility. Refer to Item 1, "Financial Statements," Note 6, "Long-Term Debt / Interest Expense" for a description of the Amendment to our Senior Credit Facility and our new Term Loan Agreement and ABL Credit Agreement.

On November 7, 2018, we entered into an Amendment to the Securities Purchase Agreement with Harbin for the purchase of 299,950 shares of Convertible Preferred Stock described in Item 1, "Financial Statements," Note 12, "Subsequent Events". Harbin's $300 million investment will be funded in three separate tranches. On November 8, 2018, we received the initial $100 million investment for the purchase of 100,000 shares of Convertible Preferred Stock. We ~~currently anticipate~~utilized the $100 million to pay a portion of the Tranche B-2 Term Loan due in March 2021 pursuant to the Amendment to our Senior Credit Facility and elected to use the payment to satisfy the scheduled amortization payments on the Term Loan Facility through December 2020. The remaining net proceeds, after deducting legal and advisory fees, will be available to satisfy the amount due under the Tranche B-1 Term Loan in March 2019. There is no assurance that the remaining applicable closing conditions will be satisfied or waived prior to March 2019 when the obligation is due.

Management believes that we will have sufficient liquidity to meet our obligations, as they become due, for the next twelve months. In the event that the remaining payments anticipated from the Securities Purchase Agreement, are either delayed or not made at all, management believes that we will have adequate cash on hand, cash generated from operations ~~together with~~and amounts available under the Revolving Credit Facility ~~will~~to satisfy the Tranche B-1 Term Loan repayment of $147.3 million due in March 2019, net of a $1.1 million principal payment expected to be ~~sufficient~~made in December 2018. To the extent that actual available cash differs materially from the current cash flow forecast, management has the ability to ~~meet our operating expenses, fund capital expenditures and remain~~consider certain discretionary payments or asset sales to increase the amount of available cash. We are currently in compliance with our ~~Senior Secured~~debt covenant reporting and compliance obligations under our Credit ~~Facility over~~Facilities and expect to remain in compliance during the next twelve months. ~~At September 30, 2017,~~

We are focused on all opportunities to best position the business for long-term growth and success. As such, we ~~had $246.1 million available under the Revolving Credit Facility, after giving effect~~will continue to ~~$48.0 million of borrowings outstanding and $5.9 million utilized~~proactively explore opportunities to ~~secure letters of credit. We expect~~enhance our ~~primary uses of cash in the near future will be for debt repayment,~~ capital ~~expenditures and working capital requirements.~~structure.

Cash Provided by Operating Activities

Cash provided by operating activities ~~decreased by $20.1~~was $55.7 million ~~from $169.7 million in~~for the nine months ended September 30, ~~2016 to~~2018 compared with $149.6 million infor the nine months ended September 30, 2017. The decrease ~~in cash flow from operations~~ was primarily due to the comparative effect of a $48.8 million inventory reduction in the prior year as part of the supply chain optimization which was launched at the end of 2016. The remaining decrease was primarily related to reduced operating performance, the refinancing of our long-term debt, which resulted in $16.3 million in fees paid to third-parties and higher interest payments, partially offset by ~~favorable working capital changes primarily within inventory resulting from supply chain optimization as explained above under "Our Current Strategy."~~lower tax payments.

Cash Used in Investing Activities

Cash used in investing activities was ~~$24.7~~$11.4 million and ~~$7.0~~$24.7 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and includes capital expenditures of $13.4 million and $26.2 million, and $35.4 million. The prior year period includes the refranchising of 84 stores to one franchisee for $28.6 million of net proceeds. We completed an asset sale of Lucky Vitamin on September 30, 2017 for a purchase price of $7.1 million, the proceeds of which were received in October 2017 and will be classified as an investing inflow in the fourth quarter of 2017.respectively.

We expect capital expenditures to be approximately ~~$35 million to $40~~$20 million in ~~2017,~~2018, which includes investments for store development, IT infrastructure and maintenance. We anticipate funding our 2018 capital requirements with cash flows from operations and, if necessary, borrowings under the Revolving Credit Facility.

Cash Used in Financing Activities

For the nine months ended September 30, 2018, cash used in financing activities was $74.5 million, primarily consisting of $35.2 million in an OID paid to lenders and fees associated with our new Revolving Credit Facility associated with the debt refinancing. In addition, we made $35.5 million in amortization payments on our term loan balances. The OID on the Tranche B-2 Term Loan includes $13.2 million, which will be paid the earlier of March 2019 or after a qualifying event in which we receive net cash proceeds as defined in the credit agreement, and has been included in Item 1, "Financial Statements," as a non-cash financing activity within the "Supplemental Cash Flow Information" of the Consolidated Statements of Cash Flows.

For the nine months ended September 30, 2017, cash used in financing activities was $120.1 million, primarily consisting of ~~net payments under~~ our ~~Revolving Credit Facility of $79.0 million. In addition, based on the results for the year ended December 31, 2016, our Consolidated Net Senior Secured Leverage Ratio required us to make an~~April 19, 2017 excess cash flow payment on ~~our outstanding term loan debt. On April 10, 2017, we made a payment of $39.7 million, of~~the Tranche B-1 Term Loan and net payments under the old revolving credit facility, which ~~$28.2 million~~ was ~~paid~~terminated in connection with ~~borrowings from~~ the ~~Revolving~~Amendment to the Senior Credit Facility ~~and $11.5 million was paid with cash on hand. The excess cash flow payment described above satisfies the $1.1 million quarterly principal amount owed through the maturity date of the Term Loan.~~

~~For the nine months ended September 30, 2016, cash used~~ in financing activities was $182.5 million, primarily consisting of the repurchase of an aggregate $229.2 million in shares of common stock under the repurchase programs and dividends paid to stockholders of $41.6 million, partially offset with $94.0 million in net borrowings under our Revolving Credit Facility.February 2018.

Contractual Obligations

~~During the nine months ended September 30, 2017,~~On February 28, 2018, we ~~made net payments~~amended and restated our Senior Credit Facility formerly consisting of ~~$40.9~~a $1,131.2 million ~~in payments under our~~ term loan facility due in March 2019 and ~~net~~a $225.0 million revolving credit facility that matured in September 2018. The Amendment included an extension of the maturity date for $704.3 million of the $1,131.2 million term loan facility from March 2019 to March 2021 (the "Tranche B-2 Term Loan"). However, if more than $50.0 million of the Company's Notes have not been repaid, converted or effectively discharged prior to such date (“Existing Indenture Discharge”), the maturity date becomes May 2020, subject to certain adjustments. The Amendment also terminated the existing $225.0 million revolving credit facility.

After the effectiveness of the Amendment, the remaining term loan of $151.9 million as of February 28, 2018 continues to have a maturity date of March 2019 (the "Tranche B-1 Term Loan"). The Amendment requires annual aggregate principal payments of ~~$79.0~~at least $43 million related to the Tranche B-2 Term Loan and bears interest at a rate of LIBOR plus a margin of 9.25% per annum subject to change under ~~our~~certain circumstances (with a minimum and maximum possible interest rate of LIBOR plus a margin of 8.25% and 9.25%, respectively, per annum). Payments and interest associated with the Tranche B-1 Term Loan are consistent with past terms.

On February 28, 2018, we also entered into a new asset-based credit agreement, consisting of:

•a new $100 million asset-based Revolving Credit ~~Facility. Refer~~Facility with a maturity date of August 2022 (which maturity date will become May 2020, subject to ~~Item 1, "Financial Statements," Note 5, "Long-Term Debt / Interest Expense" for more information.~~ certain adjustments, if the Existing Indenture Discharge has not occurred); and

There are no scheduled amortization payments associated with the FILO Term Loan, which bears interest at a rate of LIBOR plus a margin of 7.00% per annum subject to decrease under certain circumstances (with a minimum and possible interest rate of LIBOR plus a margin of 6.50%, per annum).

On June 13, 2018, we entered into two interest rate swaps with notional amounts of $275 million and $225 million to limit our exposure to our variable interest rate debt. The interest rate swaps effectively converted a portion of the variable interest rate on the Tranche B-2 Term Loan and FILO Term Loan to a fixed rate. We receive payments based on the one-month LIBOR and make payments based on a fixed rate. We receive payments with a floor of 0.00% and 0.75%, respectively, on the $275 million and $225 million interest rate swaps, which aligns with the related debt instruments. The interest rate swap agreements had an effective date of June 29, 2018. The $225 million interest rate swap expires on February 28, 2021, and the $275 million interest rate swap expires on June 30, 2021. The notional amount of the $225 million interest rate swap is scheduled to decrease to $175 million on June 30, 2019, $125 million on June 30, 2020 and $75 million on December 31, 2020.

There have been no other material changes in our contractual obligations as disclosed in the ~~2016~~2017 10-K.

Critical Accounting Estimates

We adopted ASU 2014-09, Revenue from Contracts with Customers, during the first quarter of fiscal 2018 using the full retrospective method. Refer to Item 1, "Financial Statements," Note 3, "Revenue" for more information.

In addition, we entered into two interest rate swaps in June 2018, which were designated as cash flow hedges. Because the interest rate swap agreements are deemed effective, changes in fair value will be recorded within other comprehensive income/loss on the Consolidated Balance Sheet. Refer to Item 1, "Financial Statements," Note 6, "Long-Term Debt / Interest Expense" and Note 7, "Fair Value Measurements and Financial Instruments" for more information.

There have been no other material changes to the application of critical accounting policies and significant judgments and estimates since those disclosed in our ~~2016~~2017 10-K. As described in Item 1, "Financial Statements," Note 4, "Goodwill and Other Long-lived Assets," we recorded $23.2 million in long-lived asset impairments relating to goodwill and other long-lived assets. The calculation of these charges required the use of judgment and estimates that involve inherent uncertainties.

Recent Accounting Pronouncements

Refer to Item 1, "Financial Statements," Note 2, ~~"Basis~~"Basis of Presentation."

Item 3. Quantitative and Qualitative Disclosures about Market Risk

In June 2018, we entered into two interest rate swaps with notional amounts of $275 million and $225 million to limit our exposure to our variable interest rate debt. The interest rate swaps effectively converted a portion of the variable-rate debt to a fixed interest rate. See Part I, Item 1 "Financial Statements," Note 6, "Long-Term Debt / Interest Expense" for additional information.

There have been no other significant changes to our market risk since ~~December 31, 2016.~~those disclosed in our 2017 10-K. For a discussion of our exposure to market risk, refer to Part II, Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our ~~2016~~2017 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer ("CFO"), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our CEO and CFO have concluded that, as of September 30, ~~2017,~~2018, our disclosure controls and procedures are ~~effective at the reasonable assurance level.~~effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) that occurred during the last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

DMAA / Aegeline Claims. Prior to December 2013, we sold products manufactured by third parties that contained derivatives from geranium known as ~~1,3-dimethylpentylamine/~~1.3-dimethylpentylamine/ dimethylamylamine/ ~~1,3-dimethylamylamine,~~13-dimethylamylamine, or "DMAA," which were recalled from our stores in November 2013, and/or Aegeline, a compound extracted from bael trees. As of September 30, ~~2017~~2018 we were named in the following 3227 personal injury lawsuits involving products containing DMAA and/or Aegeline:

Susan Straub individually and as Administratrix of the Estate of Shane Staub v. USPlabs, LLC and General Nutrition Holdings, Inc, Common Pleas Court of Philadelphia County, Pennsylvania (Case No. 140502403), filed May 20, 2014

~~Justin Carolyne, et al. v. USPlabs, LLC, GNC Corporation, et al. Superior Court of California, County of Los Angeles (Case No. BC508212), filed May 22, 2013~~

Jeremy Reed, Timothy Anderson, Dan Anderson, Nadia Black, et al. v. USPlabs, LLC, et al., GNC, Superior Court for California, County of San Diego (Case No. 37-2013-00074052-CU-PL-CTL), filed November 1, 2013

Kenneth Waikiki v. USPlabs, LLC, Doyle, Geissler, USPlabs OxyElite, LLC, et al. and GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. 3-00639 DMK), filed November 21, 2013

Nicholas Akau v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00029), filed January 23, 2014

Melissa Igafo v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00030), filed January 23, 2013

Calvin Ishihara v. USPlabs, LLC, GNC Corporation, et al., United States District Court for the District of Hawaii (Case No. CV 14-00031), filed January 23, 2014

Gaye Anne Mattson v. USPlabs, LLC, GNC Corporation, et al., United States District for the District of Hawaii (Case No. CV 14-00032), filed January 23, 2014

Thomas Park v. GNC Holdings, Inc., USPlabs, LLC, Superior Court of California, County of San Diego (Case No. 37-2014-110924), filed September 8, 2014

Nicholas Olson, Adrian Chavez, Rebecca Fullerton, Robert Gunter, Davina Maes and Edwin Palm v. GNC Corporation, USPlabs, LLC, Superior Court of California, County of Orange (Case No. 2014-00740258) filed August 18, 2014

Mereane Carlisle, Charles Paio, Chanelle Valdez, Janice Favella and Christine Mariano v. USPlabs, LLC et al., United states District Court for the District of Hawaii (Case No. CV14-00029), filed January 23, ~~2014.~~2014

Nichole Davidson, William Dunlao, Gina Martin, Lee Ann Miranda, Yuka Colescott, Sherine Cortinas, and Shawna Nishimoto v. GNC Corporation and USPlabs, LLC, United States District Court for the District of Hawaii (Case No. 14-cv-00364) filed October 24, 2014

Rodney Ofisa, Christine Mosca, Margaret Kawamoto as guardian for Jane Kawamoto (a minor), Ginny Pia, Kimberlynne Tom, Faituitasi Tuioti, Ireneo Rabang, and Tihane Laupola v. GNC Corporation and USPlabs, LLC, United States District Court for the District of Hawaii (Case No. CV14-00365) filed October 24, 2014

Palani Pantohan, Deborah Cordiero, J. Royal Kanamu, Brent Pascula, Christie Shiroma, Justan Chun, Kasey Grace and Adam Miyasato v. USPlabs, LLC. et al., United States District Court for the District of Hawaii (Case No. CV14-00366) filed August 15, 2014

Keahi Pavao, Derek Kamiya, as personal representative of the Estate of Sonnette Marras, Gary Powell, on behalf of and as conservator for M.P.C.F.S.M., a minor child, R.P.O.C.S.S.M., a minor child, M.P.C.I.H.S.M., a minor child, M.K.C.S.M., a minor child, Michael Soriano, and Lance Taniguchi v. USPlabs, LLC, et al. United States District Court for the District of Hawaii (Case No. 14-cv-00367) filed October 24, 2014

Kai Wing Tsui and John McCutchen v. GNC Corporation, USPlabs, LLC, Superior Court of California, County of Los Angeles (Case No. BC559542), filed October 6, 2014

Dennis Balila, Melinda Jean Collins, Janice Samson, Mia Fagley, Clayton Goo, Joliana Kurtz and Mae Kwan v. USPlabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008455), filed March 13, 2015

Cuong Bahn, Ismael Flores, Chue Xiong, Leilani Groden, Trudy Jenkins, and Mary Hess v. USPlabs, LLC et al., California Superior Court, Orange County (Case No. 30-2015-00776749), filed March 12, 2015

Alexis Billones, Austin Ashworth, Karen Litre, Nancy Murray, Wendy Ortiz, Edward Pullen, and Corazon Vu v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575264), filed March 13, 2015

Asofiafia Morales, Richard Ownes, Lynn Campbell, Joseph Silzgy, Delphone Smith-Dean, Nicole Stroud, Barrett Mincey and Amanda Otten v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575262), filed March 13, 2015

Laurie Nadura, Angela Abril-Guthmiller, Sarah Rogers, Jennifer Apes, Ellen Beedie, Edmundo Cruz, and Christopher Almanza v. USPlabs, LLC et al., California Superior Court, Monterey County (Case No. M131321), filed March 13, 2015

Cynthia Novida, Demetrio Moreno, Mee Yang, Tiffone Parker, Christopher Tortal, David Patton and Raymond Riley v. USPlabs, LLC et al., California Superior Court, San Diego County (Case No. 37-2015-00008404), filed March 13, 2015

Johanna Stussy, Lai Uyeno, Gwenda Tuika-Reyes, Zeng Vang, Kevin Williams, and Kristy Williams v. USPlabs, LLC, et al., California Superior Court, Santa Clara County (Case No. 115CV78045)~~, filed March 13, 2015~~

Natasiri Tali, Tram Dobbs, Mauela Reyna-Perez, Kimberly Turvey, Meagan Van Dyke, Hang Nga Tran, Shea Steard, and Jimmy Tran v. USPlabs, LLC et al., California Superior Court, Los Angeles County (Case No. BC575263), filed March 13, 2015

Issam Tnaimou, Benita Rodriguez, Marcia Rouse, Marcel Macy, Joseph Worley, Joanne Zgrezepski, Crystal Franklin, Deanne Fry, and Caron Jones, in her own right, o/b/h Joshua Jones and o/b/o The Estate of James Jones v. USPlabs, LLC et al., California Superior Court, Monterey County (Case No. M131322), filed March 13, 2015

Kuulei Hirota v. USPlabs, LLC et al., First Circuit Court, State of Hawaii (Case No. 15-1-0847-05), filed May 1, 2015

Roel Vista v. USPlabs, LLC, GNC Corporation et al., California Superior Court, County of Santa Clara (Case No. CV-14-0037), filed January 24, 2014

~~Larry Tufts v. USPlabs, LLC, GNC Corporation et al., Court of Common Pleas for the County of Jasper, South Carolina (Case No. 2016-CP-27-0257), filed June 16, 2016~~

Dominic Little, David Blake Allen, Jeff Ashworth, Naomi Book and Stanley Book as Conservators of the Estate of Justin Book, Martin Sanchez, John Bainter, Rich Wolnik, Brian Norris, Joseph Childs, Jimi Hernandez and Novallie Hill v. USPlabs, LLC, et al., California Superior Court, Los Angeles County (Case No. BC534065), filed January 23, 2014

David Ramirez, Michelle Sturgill, Joseph losefa, Yanira Bernal, Jacob Michels, Cynthia Gaona and Tamara Gandara v. USPlabs, LLC, et al., California Superior Court Orange County (Case No. 30-2015-00783256-CU-PL-CXC), filed April 16, 2015

Thad Estrada v. USPlabs, LLC, et al., United States District Court for the District of Hawaii (Case No. CV-15-00228), filed June 17, 2016

~~Calwin Williams v. USPlabs, LLC, et al., Circuit Court of Jackson County, State of Missouri at Independence (Case No. 1716-CV-23399), filed September 28, 2017~~

The proceedings associated with the majority of these personal injury cases, which generally seek indeterminate money damages, are in the early stages, and any liabilities that may arise from these matters are not probable or reasonably estimable at this time.

We are contractually entitled to indemnification by our third-party vendor with regard to these matters, although our ability to obtain full recovery in respect of any such claims against us is dependent upon the creditworthiness of our vendor and/or its insurance coverage and the absence of any significant defenses available to its insurer.

Other Legal Proceedings. For additional information regarding certain other legal proceedings to which we are a party, see Item 1 "Financial Statements" Note ~~7, "Contingencies" to the accompanying financial statements.~~8, "Contingencies."

Item 1A. Risk Factors

There have been no material changes to the disclosures relating to this item from those set forth in the ~~2016~~2017 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The following table sets forth information regarding Holdings’ purchases of shares of common stock during the quarter ended September 30, ~~2017:~~2018:

Period ⁽¹⁾
Total Number of
Shares Purchased⁽²⁾

Average
Price Paid
per Share

Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or Programs ⁽³⁾

Dollar Value of Shares that
May Yet Be Purchased
under the Plans or
Programs

July 1 to July 31, 2017 —
$ —
—
$ 197,795,011
August 1 to August 31, 2017 219
$ 9.60
—
$ 197,795,011
September 1 to September 30, 2017 —
$ —
—
$ 197,795,011
Total 219
$ 9.60
—



Period ⁽¹⁾	Total Number of Shares Purchased⁽²⁾	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽³⁾	Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs

July 1 to July 31, 2018	—	$	—	—	$	197,795,011
August 1 to August 31, 2018	—	$	—	—	$	197,795,011
September 1 to September 30, 2018	21,576	$	2.90	—	$	197,795,011
Total	21,576	$	2.90	—


(1)	Other than as set forth in the table above, we made no purchases of shares of Class A common stock for the quarter ended September 30, ~~2017.~~2018.


(2)	Includes ~~219~~21,576 shares withheld from employees to satisfy minimum tax withholding obligations associated with the vesting of restricted stock during the period.

(3)

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 of Holdings' common stock. Holdings has utilized $802.2 million of the current repurchase program. As of September 30, ~~2017,~~2018, $197.8 million remains available for purchase under the program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit
No.		Description
~~10.1~~3.1		~~Employment Agreement by~~ Amended and ~~among General Nutrition Centers, Inc.,~~Restated Certificate of Incorporation of GNC Holdings, Inc. ~~and Ken Martindale, incorporated herein~~(Incorporated by reference to Exhibit ~~10.1 of~~3.1 to our Quarterly Report on Form ~~8-K~~10-Q filed ~~September 12, 2017~~with the Securities and Exchange Commission on August 1, 2013 (File ~~No.001-35113)~~No. 001-35113)).
~~10.2~~3.2		~~Form~~ Sixth Amended and Restated Bylaws of ~~Inducement Restricted Stock Award Agreement between~~ GNC Holdings, Inc. ~~and Ken Martindale, incorporated herein~~(Incorporated by reference to Exhibit ~~10.2 of~~3.1 to our Current Report on Form 8-K filed ~~September 12, 2017~~with the Securities and Exchange Commission on November 7, 2018 (File ~~No.001-35113)~~
~~10.3~~		Form of Inducement Non-Qualified Stock Option Award Agreement between GNC Holdings, Inc. and Ken Martindale, incorporated herein by reference to Exhibit 10.3 of Form 8-K filed September 12, 2017 (File No.001-35113)No. 001-35113)).
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase

*		Filed herewith.

SIGNATURES

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 ~~person~~persons undersigned thereunto duly authorized.



	GNC HOLDINGS, INC.
	(Registrant)

	/s/ Tricia K. Tolivar
Date: ~~October 26, 2017~~November 9, 2018	Tricia K. Tolivar
	Chief Financial Officer
	(Principal Financial ~~Officer and Duly Authorized~~ Officer)

3945



	Weighted- Average Life	September 30, 2017							December 31, 2016
	Weighted- Average Life	Cost		Accumulated Amortization			Carrying Amount		Cost		Accumulated Amortization			Carrying Amount
		(in thousands)
Retail agreements	30.3	$	31,000	$	(11,250	)	$	19,750	$	31,000	$	(10,460	)	$	20,540
Franchise agreements	25.0	70,000		(29,517		)	40,483		70,000		(27,417		)	42,583
Manufacturing agreements	25.0	70,000		(29,517		)	40,483		70,000		(27,417		)	42,583
Other intangibles	6.8	673		(347		)	326		10,201		(5,467		)	4,734
Franchise rights	3.0	7,486		(7,043		)	443		7,486		(6,697		)	789
Total		$	179,159	$	(77,674	)	$	101,485	$	188,687	$	(77,458	)	$	111,229



Years ending December 31,	Estimated amortization expense
	(in thousands)

2017 (remainder)	$	1,770
2018	6,964
2019	6,823
2020	6,760
2021	6,726
Thereafter	72,442
Total	$	101,485



	2017						2016
U.S. Company-Owned Same Store Sales, including GNC.com	Q1 3/31		Q2 6/30		Q3 9/30		Q1 3/31		Q2 6/30		Q3 9/30
Total same store sales	(3.9	)%	(0.9	)%	1.3	%	(2.3	)%	(3.9	)%	(8.6	)%
Drivers of same store sales:
Number of transactions	9.3	%	12.3	%	12.4	%	(4.1	)%	(5.5	)%	(6.6	)%
Average transaction amount	(12.1	)%	(11.8	)%	(9.9	)%	1.8	%	1.7	%	(2.2	)%
Contribution to same store sales:
Domestic retail same store sales	(3.6	)%	(0.5	)%	(1.2	)%	(1.9	)%	(3.4	)%	(6.5	)%
GNC.com contribution to same store sales	(0.3	)%	(0.4	)%	2.5	%	(0.4	)%	(0.5	)%	(2.1	)%
Total same store sales	(3.9	)%	(0.9	)%	1.3	%	(2.3	)%	(3.9	)%	(8.6	)%