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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
_____________________
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): DECEMBER 9, 2004
GNC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 333-116040 72-1575170
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
300 SIXTH AVENUE, PITTSBURGH, PENNSYLVANIA 15222
(Address of principal executive offices) (Zip Code)
(412) 288-4600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02 Results of Operations and Financial Condition.
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Our wholly owned subsidiary, General Nutrition Centers, Inc.
("Centers"), today announced that, based on currently available information, it
expects the following results for the fourth quarter of 2004:
o net revenues of between $285 million and $290 million;
o cash provided by operating activities of between $37 million
and $40 million; and
o EBITDA of between $17 million and $20 million.
Giving effect to the above estimates, Centers expects the following
results for the full year of 2004:
o net revenues of between $1,328 million and $1,333 million;
o cash provided by operating activities of between $98 million
and $101 million; and
o EBITDA of between $134 million and $137 million.
EBITDA as used herein represents net (loss) income before interest expense,
net, income tax (benefit) expense, depreciation and amortization. EBITDA is not
a measurement of Centers' financial 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 as a measure of Centers' profitability
or liquidity. Although EBITDA is frequently used by securities analysts,
lenders and others in their evaluation of companies, Centers' calculation of
EBITDA may not be comparable to other similarly titled measures reported by
other companies.
The estimates set forth above were prepared by Centers' management and
are based upon a number of assumptions, estimates and business decisions that
are inherently subject to significant business and economic conditions and
competitive uncertainties and contingencies, many of which are beyond Centers'
control. Important factors could cause Centers' actual results to differ from
its expectations and those differences may be material. The estimated results
assume that same store sales trends over the last several months will continue,
that margins will remain relatively constant through year-end and that there
will be no other material adverse changes affecting Centers' business. Centers
prepared the above estimates of operating performance for the fourth quarter of
2004 and used those amounts to estimate certain results for the full year 2004.
Centers does not intend to update or otherwise revise the estimates to reflect
future events.
None of the estimates were prepared in a manner that complies with the
published guidelines of the American Institute of Certified Public Accountants,
any other regulatory or professional agency or body, including, but not limited
to, the SEC, or generally accepted accounting principles. Moreover, none of
PricewaterhouseCoopers LLP (Centers' independent registered public
accountants), our principal stockholder, or any independent expert
participated in the preparation of the estimates, assumes any responsibility
for the accuracy of the estimates or is providing any opinion or other
assurance with respect to the estimates. In addition, no other independent
expert has reviewed the estimates. The estimates should not be regarded as a
representation by the company, management, PricewaterhouseCoopers LLP, our
principal stockholder, or any of their respective affiliates, advisors, agents
or representatives. In light of the foregoing, readers are cautioned not to
place undue reliance on the estimates.
The following table reconciles estimated EBITDA to estimated net cash
provided by operating activities for the fourth quarter of 2004 and the full
year 2004:
Three Months Ended Three Months Ended Year Ended Year Ended
December 31, 2004 December 31, 2004 December 31, 2004 December 31, 2004
(low range (high range (low range estimate) (high range
estimate) estimate) estimate)
(in millions)
Net cash provided by
operating activities $37.0 $40.0 $98.0 $101.0
Changes in assets and
liabilities (20.0) (20.0) 60.0 60.0
Increase (decrease)
in net deferred taxes 1.0 1.0 (21.0) (21.0)
Amortization of
deferred financing fees (1.0) (1.0) (3.0) (3.0)
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EBITDA $17.0 $20.0 $134.0 $137.0
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This current report on Form 8-K contains forward-looking statements
within the meaning of federal securities regulations. Forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include significant
competition in Centers' industry; unfavorable publicity or consumer perception
of Centers' products; the incurrence of material products liability and
products recall costs; costs of compliance with governmental regulations; the
failure of Centers' franchisees to conduct their operations profitably;
economic, political and other risks associated with Centers' international
operations; Centers' failure to keep pace with the demands of its customers for
new products and services; the lack of long-term experience with human
consumption of some of Centers' products with innovative ingredients; and
increases in the frequency and severity of insurance claims, particularly
claims for which Centers' is self-insured.
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits.
None.
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 undersigned hereunto duly authorized.
Dated: December 9, 2004
GNC CORPORATION
By: /s/ James M. Sander
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Name: James M. Sander
Title: Senior Vice President, Chief
Legal Officer and Secretary