BASIS OF PRESENTATION | 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, 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 Footnotes included in the Company’s audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2017 ("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, 2018 . Recently Adopted Accounting Pronouncements In May 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 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 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); 2) 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 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. The Company adopted this standard during the first quarter of fiscal 2018 which did not have an impact to the Company's 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 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. Both standards are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. In connection with the adoption of ASU 2016-15, the Company presented the third-party fees relating to the term loan refinancing as an operating cash flow on the Consolidated Statements of Cash Flows. The adoption of ASU 2016-18 did not have an impact to the Consolidated Statement of Cash Flows. Adoption of New Revenue Recognition 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 effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company adopted ASU 2014-09 and its related amendments (collectively known as "ASC 606") during the first quarter of fiscal 2018 using the full retrospective method. The adoption of ASC 606 does not impact 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. The new standard has no impact on the timing or classification of the Company’s cash flows as reported in the Consolidated Statement of Cash 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 previous accounting policy for franchise and license fees received for new store openings and renewals was to recognize these fees when earned per the contract terms, which is when a new store opens or at the start of a new term. In accordance with the new guidance, these fees 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 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 are now recorded as described above as part of revenue and will no longer be presented as part of gains on refranchising. Cooperative advertising and other franchise support fees. The Company previously classified advertising and other franchise support fees received from domestic franchisees as a reduction to selling, general and administrative expense and cost of sales on the Consolidated Statement of Operations. In accordance with the new guidance, these fees are now required to be classified as revenue within the U.S. and Canada segment. The new standard does not impact the timing of recognition of this income or the Consolidated Balance Sheet. Specialty manufacturing. The Company 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 impacts contract manufacturing sales to third-parties recorded in the Manufacturing / Wholesale segment. The Company 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 revenues. The Company previously recorded revenue to its e-commerce customers upon delivery. Under the new guidance, the Company is now recognizing revenue 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. The Company has not revised prior period balances for e-commerce revenues because the 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 as of January 1, 2016 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 year ended December 31, 2017, and interim periods within 2017, was as follows: Three months ended March 31, 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 $ 644,838 $ 983 $ 3,086 $ 6,041 $ 10,110 $ 654,948 Cost of sales (1) 431,867 — 2,624 595 3,219 $ 435,086 Gross profit 212,971 983 462 5,446 6,891 219,862 SG&A (2) 160,581 — — 5,446 5,446 166,027 Gains on refranchising (154 ) 30 — — 30 (124 ) Other income, net (1,009 ) — — — — (1,009 ) Operating income 53,553 953 462 — 1,415 54,968 Interest expense, net 15,894 — — — — 15,894 Income before income taxes 37,659 953 462 — 1,415 39,074 Income tax expense 13,809 350 171 — 521 14,330 Net income $ 23,850 $ 603 $ 291 $ — $ 894 $ 24,744 Earnings per share: Basic $ 0.35 $ 0.01 $ — $ — $ 0.01 $ 0.36 Diluted $ 0.35 $ 0.01 $ — $ — $ 0.01 $ 0.36 Three months ended June 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 $ 640,994 $ 1,353 $ 1,542 $ 6,349 $ 9,244 $ 650,238 Cost of sales (1) 428,271 — 1,342 842 2,184 430,455 Gross profit 212,723 1,353 200 5,507 7,060 219,783 SG&A (2) 154,033 — — 5,507 5,507 159,540 Long-lived asset impairments 19,356 — — — — 19,356 Other income, net (486 ) — — — — (486 ) Operating income 39,820 1,353 200 — 1,553 41,373 Interest expense, net 16,067 — — — — 16,067 Income before income taxes 23,753 1,353 200 — 1,553 25,306 Income tax expense 8,092 497 73 — 570 8,662 Net income $ 15,661 $ 856 $ 127 $ — $ 983 $ 16,644 Earnings per share: Basic $ 0.23 $ 0.01 $ — $ — $ 0.01 $ 0.24 Diluted $ 0.23 $ 0.01 $ — $ — $ 0.01 $ 0.24 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 Gains on refranchising (230 ) 40 — — 40 (190 ) Long-lived asset impairments 3,861 — — — — 3,861 Other loss, net 1,769 — — — — 1,769 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 Three months ended December 31, 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 $ 557,737 $ 1,493 $ (1,672 ) $ 5,265 $ 5,086 $ 562,823 Cost of sales (1) 380,190 — (1,452 ) 600 (852 ) 379,338 Gross profit 177,547 1,493 (220 ) 4,665 5,938 183,485 SG&A (2) 137,986 — — 4,665 4,665 142,651 Long-lived asset impairments 434,577 — — — — 434,577 Other income, net (785 ) — — — — (785 ) Operating loss (394,231 ) 1,493 (220 ) — 1,273 (392,958 ) Interest expense, net 15,921 — — — — 15,921 Gain on convertible debt and debt refinancing costs (10,996 ) — — — — (10,996 ) Loss before income taxes (399,156 ) 1,493 (220 ) — 1,273 (397,883 ) Income tax benefit (3) (189,331 ) 4,606 (452 ) — 4,154 (185,177 ) Net loss $ (209,825 ) $ (3,113 ) $ 232 $ — $ (2,881 ) $ (212,706 ) Loss per share: Basic $ (2.99 ) $ (0.04 ) $ — $ — $ (0.04 ) $ (3.03 ) Diluted $ (2.99 ) $ (0.04 ) $ — $ — $ (0.04 ) $ (3.03 ) Year ended December 31, 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 $ 2,453,038 $ 3,469 $ 1,031 $ 23,424 $ 27,924 $ 2,480,962 Cost of sales (1) 1,652,991 — 833 2,716 3,549 1,656,540 Gross profit 800,047 3,469 198 20,708 24,375 824,422 SG&A (2) 603,561 — — 20,708 20,708 624,269 Gains on refranchising (384 ) 70 — — 70 (314 ) Long-lived asset impairments 457,794 — — — — 457,794 Other income, net (511 ) — — — — (511 ) Operating loss (260,413 ) 3,399 198 — 3,597 (256,816 ) Interest expense, net 64,221 — — — — 64,221 Gain on convertible debt and debt refinancing costs (10,996 ) — — — — (10,996 ) Loss before income taxes (313,638 ) 3,399 198 — 3,597 (310,041 ) Income tax benefit (3) (164,787 ) 5,307 (299 ) — 5,008 (159,779 ) Net loss $ (148,851 ) $ (1,908 ) $ 497 $ — $ (1,411 ) $ (150,262 ) Loss per share: Basic $ (2.16 ) $ (0.03 ) $ 0.01 $ — $ (0.02 ) $ (2.18 ) Diluted $ (2.16 ) $ (0.03 ) $ 0.01 $ — $ (0.02 ) $ (2.18 ) (1) Includes warehousing, distribution and occupancy. (2) Defined as selling, general and administrative expense. (3) Adjustments include $3.7 million non-cash tax expense related to the remeasurement of the applicable net deferred tax assets in connection with the 2017 Tax Act. The impact of adoption of ASC 606 on the Company's reportable segments was as follows: Three months ended March 31, 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 $ 530,179 $ 401 $ — $ 6,041 $ 6,442 $ 536,621 International 39,417 334 — — 334 39,751 Manufacturing / Wholesale: Intersegment revenues 61,298 — — — — 61,298 Third party 52,500 248 3,086 — 3,334 55,834 Subtotal Manufacturing / Wholesale 113,798 248 3,086 — 3,334 117,132 Total reportable segment revenues 683,394 983 3,086 6,041 10,110 693,504 Other 22,742 — — — — 22,742 Elimination of intersegment revenues (61,298 ) — — — — (61,298 ) Total revenue $ 644,838 $ 983 $ 3,086 $ 6,041 $ 10,110 $ 654,948 Operating income: U.S. and Canada $ 50,119 $ 371 $ — $ — $ 371 $ 50,490 International 14,535 334 — — 334 14,869 Manufacturing / Wholesale 16,557 248 462 — 710 17,267 Total reportable segment operating income 81,211 953 462 — 1,415 82,626 Corporate costs (28,074 ) — — — — (28,074 ) Other 416 — — — — 416 Unallocated corporate and other (27,658 ) — — — (27,658 ) Total operating income $ 53,553 $ 953 $ 462 $ — $ 1,415 $ 54,968 Three months ended June 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 $ 520,804 $ 661 $ — $ 6,349 $ 7,010 $ 527,814 International 43,631 182 — — 182 43,813 Manufacturing / Wholesale: Intersegment revenues 56,000 — — — — 56,000 Third party 53,945 510 1,542 — 2,052 55,997 Subtotal Manufacturing / Wholesale 109,945 510 1,542 — 2,052 111,997 Total reportable segment revenues 674,380 1,353 1,542 6,349 9,244 683,624 Other 22,614 — — — — 22,614 Elimination of intersegment revenues (56,000 ) — — — — (56,000 ) Total revenue $ 640,994 $ 1,353 $ 1,542 $ 6,349 $ 9,244 $ 650,238 Operating income: U.S. and Canada $ 51,829 $ 661 $ — $ — $ 661 $ 52,490 International 15,605 182 — — 182 15,787 Manufacturing / Wholesale 17,927 510 200 — 710 18,637 Total reportable segment operating income 85,361 1,353 200 — 1,553 86,914 Corporate costs (26,207 ) — — — — (26,207 ) Other (19,334 ) — — — — (19,334 ) Unallocated corporate and other (45,541 ) — — — — (45,541 ) Total operating income $ 39,820 $ 1,353 $ 200 $ — $ 1,553 $ 41,373 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 Three months ended December 31, 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 $ 456,179 $ 669 $ — $ 5,265 $ 5,934 $ 462,113 International 45,254 502 — — 502 45,756 Manufacturing / Wholesale: Intersegment revenues 56,160 — — — — 56,160 Third party 56,304 322 (1,672 ) — (1,350 ) 54,954 Subtotal Manufacturing / Wholesale 112,464 322 (1,672 ) — (1,350 ) 111,114 Total reportable segment revenues 613,897 1,493 (1,672 ) 5,265 5,086 618,983 Elimination of intersegment revenues (56,160 ) — — — — (56,160 ) Total revenue $ 557,737 $ 1,493 $ (1,672 ) $ 5,265 $ 5,086 $ 562,823 Operating loss: U.S. and Canada $ (379,616 ) $ 669 $ — $ — $ 669 $ (378,947 ) International 13,660 502 — — 502 14,162 Manufacturing / Wholesale (5,999 ) 322 (220 ) — 102 (5,897 ) Total reportable segment operating loss (371,955 ) 1,493 (220 ) — 1,273 (370,682 ) Unallocated corporate costs (22,276 ) — — — — (22,276 ) Total operating loss $ (394,231 ) $ 1,493 $ (220 ) $ — $ 1,273 $ (392,958 ) Year ended December 31, 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 $ 1,993,444 $ 2,063 $ — $ 23,424 $ 25,487 $ 2,018,931 International 177,359 419 — — 419 177,778 Manufacturing / Wholesale: Intersegment revenues 231,495 — — — — 231,495 Third party 216,053 987 1,031 — 2,018 218,071 Subtotal Manufacturing / Wholesale 447,548 987 1,031 — 2,018 449,566 Total reportable segment revenues 2,618,351 3,469 1,031 23,424 27,924 2,646,275 Other 66,182 — — — — 66,182 Elimination of intersegment revenues (231,495 ) — — — — (231,495 ) Total revenue $ 2,453,038 $ 3,469 $ 1,031 $ 23,424 $ 27,924 $ 2,480,962 Operating loss: U.S. and Canada $ (246,097 ) $ 1,993 $ — $ — $ 1,993 $ (244,104 ) International 60,568 419 — — 419 60,987 Manufacturing / Wholesale 47,990 987 198 — 1,185 49,175 Total reportable segment operating loss (137,539 ) 3,399 198 — 3,597 (133,942 ) Corporate costs (102,114 ) — — — — (102,114 ) Other (20,760 ) — — — — (20,760 ) Unallocated corporate and other (122,874 ) — — — — (122,874 ) Total operating loss $ (260,413 ) $ 3,399 $ 198 $ — $ 3,597 $ (256,816 ) Recently Issued Accounting Pronouncements 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 for all leases existing at, or entered into after, the beginning of the earliest comparative period presented. 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. |