Attached files

file filename
EX-99.5 - EX-99.5 - Franchise Group, Inc.d854456dex995.htm
EX-99.3 - EX-99.3 - Franchise Group, Inc.d854456dex993.htm
EX-99.2 - EX-99.2 - Franchise Group, Inc.d854456dex992.htm
EX-99.1 - EX-99.1 - Franchise Group, Inc.d854456dex991.htm
EX-23.2 - EX-23.2 - Franchise Group, Inc.d854456dex232.htm
EX-23.1 - EX-23.1 - Franchise Group, Inc.d854456dex231.htm
8-K/A - 8-K/A - Franchise Group, Inc.d854456d8ka.htm

Exhibit 99.4

VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

 

     September 28, 2019     December 29, 2018  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 15,995     $ 2,668  

Inventories

     181,815       189,273  

Prepaid expenses and other current assets

     23,601       27,921  
  

 

 

   

 

 

 

Total current assets

     221,411       219,862  

Right-of-use assets

     424,868       —    

Property and equipment, net of accumulated depreciation and amortization of $338,044 and $312,977 in 2019 and 2018, respectively

     112,755       123,002  

Intangibles, net

     2,283       11,088  

Deferred taxes

     35,695       31,659  

Other long-term assets

     3,250       2,468  
  

 

 

   

 

 

 

Total assets

   $ 800,262     $ 388,079  
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Revolving credit facility

   $ —       $ —    

Accounts payable

     38,203       39,789  

Accrued expenses and other current liabilities

     56,337       65,508  

Short-term lease liabilities

     96,756       500  
  

 

 

   

 

 

 

Total current liabilities

     191,296       105,797  

Long-term lease liabilities

     368,828       934  

Convertible notes, net

     57,422       55,570  

Deferred rent

     —         37,034  

Other long-term liabilities

     308       403  

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $0.01 par value; 250,000,000 shares authorized and no shares issued and outstanding at September 28, 2019 and December 29, 2018

     —         —    

Common stock, $0.01 par value; 400,000,000 shares authorized, 24,366,706 shares issued and 24,060,705 shares outstanding at September 28, 2019, and 24,234,651 shares issued and 23,974,031 shares outstanding at December 29, 2018

     244       242  

Additional paid-in capital

     86,990       85,853  

Treasury stock, at cost; 306,001 shares at September 28, 2019 and 260,620 shares at December 29, 2018

     (7,625     (7,314

Retained earnings

     102,799       109,560  
  

 

 

   

 

 

 

Total stockholders’ equity

     182,408       188,341  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 800,262     $ 388,079  
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

1


VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     September 28,
2019
    September 29,
2018
    September 28,
2019
    September 29,
2018
 

Net sales

   $ 253,133     $ 276,636     $ 807,341     $ 865,703  

Cost of goods sold

     172,565       189,945       541,687       591,665  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     80,568       86,691       265,654       274,038  

Selling, general and administrative expenses

     82,493       82,747       254,071       260,263  

Impairment charges on fixed, intangible and right-of-use assets

     521       718       11,404       1,551  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from operations

     (2,446     3,226       179       12,224  

Gain on extinguishment of debt

     —         —         —         16,229  

Interest expense, net

     1,080       1,289       3,221       5,429  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before provision (benefit) for income taxes

     (3,526     1,937       (3,042     23,024  

Provision (benefit) for income taxes

     (117     57       440       6,204  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) from continuing operations

     (3,409     1,880       (3,482     16,820  

Net loss from discontinued operations, net of tax

     —         (3,626     —         (15,245
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (3,409   $ (1,746   $ (3,482   $ 1,575  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding

        

Basic

     23,716,403       23,545,842       23,646,617       23,477,982  

Diluted

     23,716,403       23,545,842       23,646,617       23,743,856  

Net income (loss) from continuing operations per common share

        

Basic

   $ (0.14   $ 0.08     $ (0.15   $ 0.72  

Diluted

   $ (0.14   $ 0.08     $ (0.15   $ 0.71  

Net loss from discontinued operations per common share

        

Basic

   $ —       $ (0.15   $ —       $ (0.65

Diluted

   $ —       $ (0.15   $ —       $ (0.64

Net income (loss) per common share

        

Basic

   $ (0.14   $ (0.07   $ (0.15   $ 0.07  

Diluted

   $ (0.14   $ (0.07   $ (0.15   $ 0.07  

See accompanying notes to consolidated financial statements.

 

2


VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share data)

(Unaudited)

Figures may not sum due to rounding

 

     Common Stock     Treasury Stock     Additional
Paid-In
Capital
    Retained
Earnings
       
     Shares     Amounts     Shares     Amounts     Total  

Balance at December 29, 2018

     24,234,651     $ 242       (260,620   $ (7,314   $ 85,853     $ 109,560     $ 188,341  

Adoption of ASU 2016-02

     —         —         —         —         —         (3,279     (3,279

Net income

     —         —         —         —         —         3,497       3,497  

Equity compensation

     —         —         —         —         632       —         632  

Issuance of shares

     197,205       2       —         —         (2     —         —    

Purchases of treasury stock

     —         —         (41,347     (287     —         —         (287

Cancellation of restricted shares

     (63,274     (1     —         —         1       —         —    

Issuance of shares under employee stock purchase plan

     20,844       —         —         —         84       —         84  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 30, 2019

     24,389,426       244       (301,967     (7,602     86,568       109,778       188,988  

Net loss

     —         —         —         —         —         (3,570     (3,570

Equity compensation

     —         —         —         —         314       —         314  

Issuance of shares

     60,140       1       —         —         (1     —         —    

Purchases of treasury stock

     —         —         (1,105     (5     —         —         (5

Cancellation of restricted shares

     (148,073     (1     —         —         1       —         —    

Issuance of shares under employee stock purchase plan

     34,207       —         —         —         150       —         150  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 29, 2019

     24,335,700       243       (303,072     (7,607     87,034       106,208       185,878  

Net loss

     —         —         —         —         —         (3,409     (3,409

Equity compensation

     —         —         —         —         (110     —         (110

Issuance of shares

     13,890       —         —         —         —         —         —    

Purchases of treasury stock

     —         —         (2,929     (18     —         —         (18

Cancellation of restricted shares

     (2,793     —         —         —         —         —         —    

Issuance of shares under employee stock purchase plan

     19,909       —         —         —         66       —         66  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 28, 2019

     24,366,706     $ 244       (306,001   $ (7,625   $ 86,990     $ 102,799     $ 182,408  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

3


     Common Stock     Treasury Stock     Additional
Paid-In
Capital
    Retained
Earnings
       
     Shares     Amounts     Shares     Amounts     Total  

Balance at December 30, 2017

     24,220,509     $ 242       (198,561   $ (7,010   $ 88,823     $ 113,312     $ 195,367  

Net loss

     —         —         —         —         —         (3,859     (3,859

Equity compensation

     —         —         —         —         875       —         875  

Issuance of restricted shares

     288,149       3       —         —         (3     —         —    

Purchases of treasury stock

     —         —         (42,339     (185     —         —         (185

Cancellation of restricted shares

     (5,492     —         —         —         —         —         —    

Issuance of shares under employee stock purchase plan

     29,149       —         —         —         107       —         107  

Repurchases of Convertible Notes

     —         —         —         —         (5,849     —         (5,849
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at March 31, 2018

     24,532,315       245       (240,900     (7,195     83,953       109,453       186,456  

Net income

     —         —         —         —         —         7,180       7,180  

Equity compensation

     —         —         —         —         56       —         56  

Issuance of restricted shares

     17,539       —         —         —         —         —         —    

Purchases of treasury stock

     —         —         (13,100     (59     —         —         (59

Cancellation of restricted shares

     (276,344     (3     —         —         3       —         —    

Repurchases of Convertible Notes

     —         —         —         —         (26     —         (26
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2018

     24,273,510       243       (254,000     (7,254     83,985       116,633       193,607  

Net loss

     —         —         —         —         —         (1,746     (1,746

Equity compensation

     —         —         —         —         809       —         809  

Issuance of restricted shares

     40,770       —         —         —         —         —         —    

Purchases of treasury stock

     —         —         (2,717     (31     —         —         (31

Cancellation of restricted shares

     (90,734     (1     —         —         1       —         —    

Issuance of shares under employee stock purchase plan

     25,052       —         —         —         86       —         86  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 29, 2018

     24,248,598     $ 242       (256,717   $ (7,285   $ 84,881     $ 114,887     $ 192,725  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


VITAMIN SHOPPE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Nine Months Ended  
     September 28, 2019     September 29, 2018  

Cash flows from operating activities:

    

Net income (loss)

   $ (3,482   $ 1,575  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

    

Depreciation and amortization of fixed assets, intangible assets and finance leases right-of-use assets

     30,708       32,002  

Impairment charges on intangible assets

     9,000       8,174  

Impairment charges on fixed assets

     994       9,591  

Impairment charges on right-of-use assets

     1,410       —    

Loss on sale of FDC Vitamins, LLC

     —         203  

Amortization of deferred financing fees

     329       485  

Gain on extinguishment of debt

     —         (16,229

Amortization of debt discount on convertible notes

     1,612       2,570  

Deferred income taxes

     (2,876     14,478  

Deferred rent

     —         (2,835

Non-cash portion of lease expense for operating leases

     69,692       —    

Equity compensation expense

     837       1,740  

Tax benefits on exercises of equity awards

     438       743  

Changes in operating assets and liabilities:

    

Accounts receivable

     —         (1,458

Inventories

     7,458       33,925  

Prepaid expenses and other current assets

     4,483       (1,143

Other long-term assets

     (1,039     (35

Accounts payable

     (1,428     (3,994

Accrued expenses and other current liabilities

     (10,032     (2,147

Operating lease liabilities

     (73,617     —    

Other long-term liabilities

     (475     (46
  

 

 

   

 

 

 

Net cash provided by operating activities

     34,012       77,599  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (19,447     (24,655

Net proceeds on sale of FDC Vitamins, LLC

     —         14,847  

Trademarks and other intangible assets

     (469     (250
  

 

 

   

 

 

 

Net cash used in investing activities

     (19,916     (10,058
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Borrowings under revolving credit facility

     10,000       125,000  

Repayments of borrowings under revolving credit facility

     (10,000     (137,000

Purchases of convertible notes

     —         (57,158

Bank overdraft

     (386     1,881  

Issuance of shares under employee stock purchase plan

     301       194  

Purchases of treasury stock

     (311     (275

Other financing activities

     (373     (339
  

 

 

   

 

 

 

Net cash used in financing activities

     (769     (67,697
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     —         1  
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     13,327       (155

Cash and cash equivalents beginning of period

     2,668       1,947  
  

 

 

   

 

 

 

Cash and cash equivalents end of period

   $ 15,995     $ 1,792  
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Interest paid

   $ 969     $ 2,219  

Income taxes paid (refunded)

   $ 350     $ (10,729

Supplemental disclosures of non-cash investing activities:

    

Liability for purchases of property and equipment

   $ 4,930     $ 1,829  

See accompanying notes to consolidated financial statements.

 

5


VITAMIN SHOPPE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

Vitamin Shoppe, Inc. (“VSI”), is incorporated in the State of Delaware, and through its wholly-owned subsidiary, Vitamin Shoppe Industries Inc. (“Subsidiary” or “Industries” together with VSI, the “Company”), is an omni-channel specialty retailer of nutritional products. Sales of both national brands and our own brands of vitamins, minerals, herbs, specialty supplements, sports nutrition and other health and wellness products (“VMS products”) are made through VSI-operated retail stores, the internet and mobile devices to customers located primarily in the United States.

The consolidated financial statements as of September 28, 2019 and September 29, 2018 are unaudited. The consolidated balance sheet as of December 29, 2018 was derived from our audited financial statements. The Company currently operates through one business segment, retail, which includes Vitamin Shoppe and Super Supplements retail store formats and our e-commerce formats. In addition, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The interim financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation in conformity with GAAP. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 29, 2018, as filed with the Securities and Exchange Commission on February 26, 2019 (the “Fiscal 2018 Form 10-K”). The results of operations for the interim periods should not be considered indicative of results to be expected for the full year.

The Company’s fiscal year ends on the last Saturday in December. As used herein, the term “Fiscal Year” or “Fiscal” refers to a 52-week period, ending on the last Saturday in December. The results for the three and nine months ended September 28, 2019 and September 29, 2018 are each based on 13-week and 39-week periods, respectively.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimates.

The Company has reclassified its finance lease liabilities in its consolidated balance sheet as of December 29, 2018 to conform to current year presentation.

Except as noted below, the Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements, issued but not yet effective, that may have a material impact on its results of operations, financial condition, or cash flows, based on current information.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-13 (“ASU 2016-13”), Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued by the FASB to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to be applied to credit loss estimates. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019 and will be adopted using a modified-retrospective approach. The Company is evaluating ASU 2016-13 and currently expects this guidance will not have a material impact on its results of operations, financial condition, or cash flows, based on current information.

2. Agreement and Plan of Merger

On August 7, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Franchise Group, Inc. (formerly known as Liberty Tax, Inc.) (“Franchise Group”) and Valor Acquisition, LLC, a wholly owned subsidiary of Franchise Group (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Franchise Group (the “Merger”).

 

6


If the Merger is completed, the (i) stockholders of the Company will be entitled to receive $6.50 in cash (the “Per Share Price”), less any applicable withholding taxes, for each share of common stock of the Company owned by them, (ii) common stock of the Company will no longer be publicly traded and will be delisted from the New York Stock Exchange and (iii) common stock of the Company will be deregistered under the Securities Exchange Act of 1934, as amended, and the Company will no longer file periodic or current reports with the United States Securities and Exchange Commission.

The Company expects that the Merger will close during the fourth quarter of 2019, subject to the approval of the Company’s stockholders and other customary closing conditions.

3. Discontinued Operations

On May 7, 2018, the Company sold certain assets, including the Betancourt Nutrition® brand, and liabilities of FDC Vitamins, LLC d/b/a Nutri-Force Nutrition (“Nutri-Force”) to Arizona Nutritional Supplements, LLC (“ANS”). The parties also executed supply agreements in which the Company has agreed to purchase a total of $53.0 million annually of its private label products and Betancourt Nutrition® brand products from ANS through October 2023.

The results of operations of Nutri-Force for the three and nine months ended September 29, 2018 are classified as discontinued operations in the consolidated statements of operations.

Reconciliation of the Major Line Items Constituting Loss of Discontinued Operations to the After-Tax Loss of

Discontinued Operations That Are Presented in the Statements of Operations

(in thousands)

 

 

     Three Months
Ended
    Nine Months
Ended
 
     September 29,
2018
    September 29,
2018
 

Major classes of line items constituting net loss on discontinued operations:

    

Net sales (1)

   $ 761     $ 11,187  

Cost of goods sold

     2,417       9,756  

Fixed assets impairment charges

     —         7,236  
  

 

 

   

 

 

 

Gross loss

     (1,656     (5,805

Selling, general and administrative expenses

     629       2,581  

Intangible assets and fixed assets impairment charges

     —         8,978  

Discontinued operations loss

     40       203  
  

 

 

   

 

 

 

Loss before provision (benefit) for income taxes

     (2,325     (17,567

Provision (benefit) for income taxes

     1,301       (2,322
  

 

 

   

 

 

 

Net loss

   $ (3,626   $ (15,245
  

 

 

   

 

 

 

 

(1)

Revenue related to a transition services agreement during the three and nine months ended September 29, 2018 was $0.8 million and $2.4 million, respectively.

 

7


Cash Flow Disclosures for Discontinued Operations

(in thousands)

 

 

     Three Months
Ended
    Nine Months
Ended
 
     September 29,
2018
    September 29,
2018
 

Cash flows provided by (used in) operating activities

   $ 936     $ (14,180

Cash flows provided by (used in) investing activities

   $ (882   $ 14,752  

Depreciation and amortization

   $ —       $ 769  

Capital expenditures

   $ —       $ 94  

 

8


4. Goodwill and Intangible Assets

The following table discloses the carrying value of all intangible assets (in thousands):

 

    September 28, 2019     December 29, 2018  
    Gross
Carrying
Amount
    Accumulated
Amortization
    Accumulated
Impairment
Charges
    Net     Gross
Carrying
Amount
    Accumulated
Amortization
    Accumulated
Impairment
Charges
    Net  

Intangible assets

               

Goodwill

  $ 210,633     $ —       $ 210,633     $ —       $ 210,633     $ —       $ 210,633     $ —    

Tradenames – Indefinite-lived (1)

    68,405       —         68,405       —         68,405       —         59,405       9,000  

Tradenames – Definite-lived

    6,233       3,950       —         2,283       5,764       3,676       —         2,088  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $ 285,271     $ 3,950     $ 279,038     $ 2,283     $ 284,802     $ 3,676     $ 270,038     $ 11,088  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

During the second quarter of Fiscal 2019, the Company experienced a sustained reduction to its market capitalization. In addition, the Company revised its forecast for Fiscal 2019 and updated its long-range plan. Based on these factors, the Company concluded that an impairment trigger occurred and therefore an interim impairment test of the Vitamin Shoppe tradename was performed. The results of the interim impairment test indicated that the carrying value of the Vitamin Shoppe tradename exceeded its fair value. The Company recorded an impairment charge on the Vitamin Shoppe tradename of $9.0 million during the second quarter of Fiscal 2019, which represented the full remaining carrying value of this indefinite-lived tradename.

For indefinite-lived tradenames, the Company utilizes the royalty relief method in its quantitative evaluations. Under the royalty relief method, a royalty rate is determined based on comparable licensing arrangements which is applied to the revenue projections for the applicable indefinite-lived tradename and the fair value is calculated using a discounted cash flow analysis. Cash flows are discounted using an internally derived weighted average cost of capital which reflects the costs of borrowing as well as the associated risk.

These measures of fair value for indefinite-lived tradenames, and related inputs, are considered Level 3 measures under the fair value hierarchy.

The useful lives of the Company’s definite-lived intangible assets are 10 years. The expected amortization expense on definite-lived intangible assets on the Company’s consolidated balance sheet at September 28, 2019, is as follows (in thousands):

 

Remainder of Fiscal 2019

   $ 91  

Fiscal 2020

     381  

Fiscal 2021

     381  

Fiscal 2022

     378  

Fiscal 2023

     335  

Thereafter

     717  
  

 

 

 
   $ 2,283  
  

 

 

 

 

9


5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

 

     September 28, 2019      December 29, 2018  

Accrued salaries and related expenses

   $ 11,889      $ 24,048  

Sales tax payable and related expenses

     7,491        7,092  

Deferred sales

     4,024        5,455  

Other accrued expenses

     32,933        28,913  
  

 

 

    

 

 

 
   $ 56,337      $ 65,508  
  

 

 

    

 

 

 

6. Credit Arrangements

Convertible Senior Notes due 2020

On December 9, 2015, the Company issued $143.8 million of its 2.25% Convertible Senior Notes due 2020 (the “Convertible Notes”). The Convertible Notes are senior unsecured obligations of VSI. Interest on the Convertible Notes is payable on June 1 and December 1 of each year until their maturity date of December 1, 2020. The Company may not redeem the Convertible Notes prior to the maturity date.

Prior to July 1, 2020, the remaining Convertible Notes will be convertible only under certain circumstances. The Convertible Notes are convertible at an initial conversion rate of 25.1625 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $39.74. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company is required to increase, in certain circumstances, the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event including customary conversion rate adjustments in connection with a “make-whole fundamental change” as defined. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election.

The Company allocated the principal amount of the Convertible Notes between its liability and equity components (see table below). The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument of similar credit quality and maturity that did not have the conversion feature. The carrying amount of the equity component, representing the embedded conversion option, was determined by deducting the fair value of the liability component from the principal amount of the Convertible Notes as a whole. The equity component was recorded to additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the Convertible Notes over the carrying amount of the liability component was recorded as a debt discount, and is being amortized to interest expense using an effective interest rate of 3.8% over the term of the Convertible Notes. The Company allocated the total amount of transaction costs incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the liability component of the Convertible Notes, and are being amortized to interest expense using the effective interest method through the maturity date. Transaction costs attributable to the equity component were netted with the equity component of the Convertible Notes in additional paid-in capital.

During the nine month period ending September 29, 2018, the Company repurchased $75.3 million in aggregate principal amount of its Convertible Notes for an aggregate purchase price of $57.2 million, which includes accrued interest of $0.3 million. The gain on extinguishment of the repurchased Convertible Notes was $16.2 million.

 

10


The Convertible Notes consist of the following components (in thousands):

 

     September 28, 2019      December 29, 2018  

Liability component:

     

Principal

   $ 60,439      $ 60,439  

Conversion feature

     (17,115      (17,115

Liability portion of debt issuance costs

     (2,675      (2,675

Amortization

     16,773        14,921  
  

 

 

    

 

 

 

Net carrying amount

   $ 57,422      $ 55,570  
  

 

 

    

 

 

 

Equity component:

     

Conversion feature

   $ 18,862      $ 18,862  

Equity portion of debt issuance costs

     (793      (793

Deferred taxes

     941        941  
  

 

 

    

 

 

 

Net carrying amount

   $ 19,010      $ 19,010  
  

 

 

    

 

 

 

In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge transactions for which it paid an aggregate $26.4 million. In addition, the Company sold warrants for which it received aggregate proceeds of $13.0 million. The convertible note hedge transactions are expected generally to reduce potential dilution of the Company’s common stock upon any conversion of notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes. However, the warrant transaction could separately have a dilutive effect to the extent that the market value per share of the Company’s common stock exceeds the applicable strike price of the warrant transactions, which is approximately $52.99 at inception. As these transactions meet certain accounting criteria, the convertible note hedge and warrant transactions are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period.

The net proceeds from the Convertible Notes and related transactions of $125.7 million, net of commissions and offering costs of $4.6 million, were used to repurchase shares of the Company’s common stock under the Company’s share repurchase programs. Refer to Note 12., “Share Repurchase Programs” for additional information.

In connection with the repurchases of Convertible Notes, the convertible note hedge transactions and the warrant transaction noted above were reduced in ratable proportion to the face amount of Convertible Notes that were repurchased. The net proceeds received by the Company from these transactions were de minimis.

Revolving Credit Facility

As of September 28, 2019 and December 29, 2018, the Company had no borrowings outstanding on its Revolving Credit Facility (the “Revolving Credit Facility”).

The Revolving Credit Facility has a maturity date of May 9, 2022, provided that the maturity date would be any day on or after September 2, 2020 only if the Company did not on any such day have enough liquidity to retire its Convertible Notes then outstanding, if any.

Subject to the terms of the Revolving Credit Facility, the Company may borrow up to $90.0 million, with a Company option to increase the facility up to a total of $150.0 million. The availability under the Revolving Credit Facility is subject to a borrowing base calculated on the value of certain inventory as well as certain accounts receivable of the Company. The obligations thereunder are secured by a security interest in substantially all of the assets of the Company. Under the Revolving Credit Facility, VSI has guaranteed the Company’s obligations, and Industries and its wholly-owned subsidiaries have each guaranteed the obligations of the other respective entities. The Revolving Credit Facility provides for affirmative and negative covenants affecting the Company. The Revolving Credit Facility restricts, among other things, the Company’s ability to incur

 

11


indebtedness, create or permit liens on the Company’s assets, declare or pay dividends and make certain other restricted payments, consolidate, merge or recapitalize, sell assets, make certain investments, loans or other advances, enter into transactions with affiliates, change our line of business, and restricts the types of hedging activities the Company can enter into. The largest amount borrowed during the nine months ended September 28, 2019 and September 29, 2018 was $10.0 million and $44.0 million, respectively. The unused available line of credit under the Revolving Credit Facility at September 28, 2019 was $85.5 million.

Borrowings under the Revolving Credit Facility accrue interest, at the Company’s option, at the rate per annum based on an “alternative base rate” plus 0.00%, 0.125% or 0.25% or the adjusted Eurodollar rate plus 1.00%, 1.125% or 1.25%, in each case with the highest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is less than 33% of the borrowing base availability under the Revolving Credit Facility, the second highest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is less than 66% and greater than or equal to 33% of the borrowing base availability under the Revolving Credit Facility and the lowest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is greater than or equal to 66% of the borrowing base availability under the Revolving Credit Facility. The weighted average interest rate for the Revolving Credit Facility during the nine months ended September 28, 2019 and September 29, 2018 was 3.86% and 2.92%, respectively. The commitment fee on the undrawn portion of the $90.0 million Revolving Credit Facility is 0.25% per annum.

Interest expense, net for the three and nine months ended September 28, 2019 and September 29, 2018 consists of the following (in thousands):

 

     Three Months Ended      Nine Months Ended  
     September 28,
2019
     September 29,
2018
     September 28,
2019
     September 29,
2018
 

Amortization of debt discount on Convertible Notes

   $ 544      $ 594      $ 1,612      $ 2,570  

Interest on Convertible Notes

     340        390        1,020        1,738  

Amortization of deferred financing fees

     110        120        329        485  

Interest / fees on the Revolving Credit Facility and other interest

     86        185        260        636  
  

 

 

    

 

 

    

 

 

    

 

 

 

Interest expense, net

   $ 1,080      $ 1,289      $ 3,221      $ 5,429  
  

 

 

    

 

 

    

 

 

    

 

 

 

7. Leases

The Company’s lease contracts consist of real estate leases and non-real estate leases primarily related to equipment. The Company leases the property for all of its stores as well as its distribution centers and corporate offices. In addition, the Company leases the facilities for its discontinued manufacturing operations. As of September 28, 2019, all of the Company’s real estate leases are classified as operating leases. Generally, the initial term of leases for stores is ten years. These leases generally contain renewal options for periods ranging from one to ten years, a few of which are considered “reasonably certain” in the measurement of lease liabilities and the corresponding right-of-use assets due to significant capital expenditures related to those store locations. The Company is also required under these leases to pay costs such as real estate taxes and common area maintenance. Contingent rentals are paid based on a percentage of gross sales as defined by lease agreements. These costs and contingent rentals are not considered as lease payments in the measurement of lease liabilities and the corresponding right-of-use assets as they represent non-lease components or variable lease payments other than those that depend on an index or rate. The Company sub-leases a portion of its stores, as well as certain manufacturing facilities related to its discontinued operations.

Non-real estate leases consist primarily of leases for equipment used in our distribution centers, corporate offices and for store connectivity. These leases, based on the underlying lease agreements, are classified as operating or finance leases.

 

12


Adoption and Transition

The Company has elected to adopt Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842) in accordance with Accounting Standards Update No. 2018-11 (“ASU 2018-11”), Leases (Topic 842) Targeted Improvements. Under the transition method included in ASU 2018-11, the Company initially applies ASU 2016-02 at the adoption date of December 30, 2018 (first day of Fiscal 2019) and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company’s reporting for the comparative periods presented in its financial statements will continue to be in accordance with previous GAAP (Topic 840, Leases). Under this transition method, the Company must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840.

On December 30, 2018, the Company recognized a cumulative-effect charge of $3.3 million net of tax to the opening balance of retained earnings which represents impairment charges to the right-of-use assets associated with stores whose fixed assets have been previously impaired, and whose lease liabilities were determined to be above fair market value.

Transition of Operating Leases

For existing operating leases under Topic 840, the transition to operating leases under Topic 842 was as follows:

 

   

Lease liability and right-of use asset are recognized at the later of the lease commencement date and the date of adoption of December 30, 2018.

 

   

The lease liability is measured as the present value of the remaining lease payments using the discount rate based on the Company’s incremental borrowing rates as no interest rates are explicitly stated in the lease agreements.

 

   

The right-of-use asset is measured based on the value of the lease liability, adjusted for the following:

 

   

Additions to the amount of the lease liability include:

 

   

Prepaid rent

 

   

Unamortized initial direct costs

 

   

Favorable assets resulting from business combinations

 

   

Reductions to the amount of the lease liability include:

 

   

Accrued / deferred rent

 

   

Lease incentives

 

   

Impairment charges

 

   

Cease use liabilities, such as lease termination costs

 

   

Unfavorable liabilities resulting from business combinations

 

   

Write-off of any unamortized initial direct costs that are no longer initial direct costs under Topic 842 as an adjustment to equity. For leases which commenced prior to adoption, this write-off is not applicable as the Company has elected the package of practical expedients, as noted below.

Transition of Finance Leases

For existing capital leases under Topic 840, the transition to finance leases under Topic 842 was as follows:

 

   

Lease liability and right-of-use asset are recognized based on the carrying value of the existing asset and liability at the later of the lease commencement date and the date of adoption of December 30, 2018.

 

   

Include any unamortized initial direct costs that meet the Topic 842 initial direct costs definition; write-off any unamortized initial direct costs that are no longer initial direct costs under Topic 842 as an adjustment to equity. For existing leases, this write-off is not applicable as the Company has elected the package of practical expedients, as noted below.

Practical Expedients

The Company has elected to use the following practical expedients for the adoption of ASU 2016-02:

 

   

For leases that commenced before the effective date, (1) the Company need not reassess whether any expired or existing contracts are or contain leases, (2) the Company need not reassess the lease classification for any expired or existing leases and (3) the Company need not reassess initial direct costs for any existing leases.

 

   

To use hindsight in determining lease term and in assessing impairment of the Company’s right-of-use assets.

 

   

To not allocate the consideration in the contract between separate non-lease components and lease components.

 

13


Significant Assumptions and Judgments

Discount rate

The discount rate is the rate implicit in the lease unless that rate cannot be readily determined. In that case, the Company is required to use its incremental borrowing rate. The discount rate for a lease is determined based on the information available at the later of the adoption of ASU 2016-02 or at lease commencement. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The Company engaged outside valuation consultants for the determination of the incremental borrowing rates for its operating leases.

 

     Three Months
Ended
     Nine Months
Ended
 
     September 28,
2019
     September 28,
2019
 
     (in thousands)      (in thousands)  

Lease cost

     

Finance lease cost:

     

Amortization of right-of-use assets

   $ 110      $ 349  

Interest on lease liabilities

     13        45  

Operating lease cost

     29,252        88,315  

Variable lease cost

     2,884        8,390  

Sublease income

     (337      (879
  

 

 

    

 

 

 

Total lease cost

   $ 31,922      $ 96,220  
  

 

 

    

 

 

 

Other Information

     

Cash paid for amounts included in the measurement of lease liabilities:

     

Operating cash flows from finance leases

   $ 13      $ 45  

Operating cash flows from operating leases

   $ 30,628      $ 91,978  

Financing cash flows from finance leases

   $ 126      $ 373  

Right-of-use assets obtained in exchange for new finance lease liabilities

   $ —        $ —    

Right-of-use assets obtained in exchange for new operating lease liabilities

   $ 12,416      $ 40,435  

 

     As of  
     September 28,
2019
 

Weighted-average remaining lease term, in years – finance leases

     2.0  

Weighted-average remaining lease term, in years – operating leases

     5.1  

Weighted-average discount rate – finance leases

     4.7

Weighted-average discount rate – operating leases

     5.4

As of September 28, 2019, the Company’s right-of-use assets consist of the following (in thousands):

 

Right-of-use assets - operating leases

   $     423,987  

Right-of-use assets - finance leases

     881  
  

 

 

 

Total right-of-use assets

   $     424,868  
  

 

 

 

 

14


As of September 28, 2019, the reconciliation of undiscounted cash flows to lease liabilities, by lease type, is as follows (in thousands):

 

     Operating
Leases
     Finance
Leases
 

Undiscounted cash flows:

     

Year 1

   $ 118,458      $ 558  

Year 2

     107,318        502  

Year 3

     92,140        56  

Year 4

     74,340        —    

Year 5

     53,768        —    

Beyond Year 5

     97,060        —    
  

 

 

    

 

 

 
   $ 543,084      $ 1,116  

Present values

   $ 464,523      $ 1,061  

Short-term lease liabilities

   $ 96,238      $ 518  

Long-term lease liabilities

     368,285        543  
  

 

 

    

 

 

 

Total lease liabilities

   $ 464,523      $ 1,061  
  

 

 

    

 

 

 

Difference between undiscounted cash flows and discounted cash flows

   $ 78,561      $ 55  
  

 

 

    

 

 

 

Prior to the adoption of ASU 2016-02, as of December 29, 2018, the Company’s real estate lease commitments were as follows (in thousands):

 

Fiscal year    Total
Operating
Leases (1)
 

2019

   $ 121,227  

2020

     108,993  

2021

     95,529  

2022

     80,274  

2023

     61,847  

Thereafter

     115,852  
  

 

 

 
   $ 583,722  
  

 

 

 

 

(1)

Store operating leases included in the above table do not include contingent rent based upon sales volume. Operating leases do not include common area maintenance costs or real estate taxes that are paid to the landlord during the year, which combined represented approximately 18.5% of our minimum lease obligations for Fiscal 2018.

8. Revenue Recognition

The Company recognizes revenue from retail customers when merchandise is sold “at point of sale” in retail stores or upon delivery to a customer. Substantially all revenue from customers represents goods transferred at a point in time.

Upon adoption, at the beginning of Fiscal 2018, the Company applied the modified retrospective method for the transition to FASB Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The modified retrospective method requires application of the new revenue standard beginning with the financial statements for the year in which the new revenue standard is first implemented. Under the modified retrospective method, an entity records a cumulative-effect adjustment on the opening balance sheet to retained earnings. The opening adjustment to retained earnings is determined on the basis of the impact of the new revenue standard’s application on contracts that were not completed as of the date of initial application. The Company did not record an opening adjustment to retained earnings as the impact of the application of the new revenue standard was de minimis.

 

15


Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into two categories, sales fulfilled in stores and direct to consumer sales. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The following table contains net sales by fulfillment category (in thousands):

 

     Three Months Ended      Nine Months Ended  
     September 28,
2019
     September 29,
2018
     September 28,
2019
     September 29,
2018
 

Net sales:

           

Sales fulfilled in stores

   $ 216,636      $ 240,642      $ 693,215      $ 752,933  

Direct to consumer sales

     36,497        35,994        114,126        112,770  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net sales

   $ 253,133      $ 276,636      $ 807,341      $ 865,703  
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table represents net sales by major product category (in thousands):

 

     Three Months Ended      Nine Months Ended  
     September 28,
2019
     September 29,
2018
     September 28,
2019
     September 29,
2018
 

Product Category

           

Vitamins, Minerals, Herbs and Homeopathy

   $ 73,836      $ 80,825      $ 236,384      $ 253,626  

Sports Nutrition

     71,608        82,143        230,827        261,151  

Specialty Supplements

     69,087        72,019        215,151        223,427  

Other

     37,991        41,078        123,198        125,700  
  

 

 

    

 

 

    

 

 

    

 

 

 
     252,522        276,065        805,560        863,904  

Delivery Revenue

     611        571        1,781        1,799  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total net sales

   $ 253,133      $ 276,636      $ 807,341      $ 865,703  
  

 

 

    

 

 

    

 

 

    

 

 

 

Delivery revenue represents shipping fees billed to customers which are included in net sales in the consolidated statements of operations.

Contract Balances

Receivables primarily consist of amounts due from debit and credit card processors, wholesale customers and amounts due from third-party e-commerce marketplaces. These receivables balances are included in prepaid expenses and other current assets in the consolidated balance sheets.

For the periods presented, the Company does not have contract assets. A contract asset would exist when an entity has a contract with a customer for which revenue has been recognized but payment is contingent on a future event other than the passage of time (e.g., unbilled receivables).

Contract liabilities primarily include deferred sales related to the loyalty program, a liability for future gift card redemptions and a liability for sales in transit. These liabilities are included in accrued expenses and other current liabilities in the consolidated balance sheets.

 

16


The opening and closing balances of the Company’s receivables and contract liabilities are as follows (in thousands):

 

     Receivables      Contract
Liabilities
 

Balances as of December 29, 2018

   $ 8,211      $ 7,287  

Increase / (Decrease)

     771        (1,034
  

 

 

    

 

 

 

Balances as of March 30, 2019

     8,982        6,253  

Increase / (Decrease)

     772        (1,113
  

 

 

    

 

 

 

Balances as of June 29, 2019

     9,754        5,140  

Increase / (Decrease)

     (1,145      179  
  

 

 

    

 

 

 

Balances as of September 28, 2019

   $ 8,609      $ 5,319  
  

 

 

    

 

 

 

Balances as of December 30, 2017

   $ 10,937      $ 7,511  

Increase

     1,055        899  
  

 

 

    

 

 

 

Balances as of March 31, 2018

     11,992        8,410  

Increase / (Decrease)

     (560      1,013  
  

 

 

    

 

 

 

Balances as of June 30, 2018

     11,432        9,423  

Decrease

     (515      (2,498
  

 

 

    

 

 

 

Balances as of September 29, 2018

   $ 10,917      $ 6,925  
  

 

 

    

 

 

 

The amounts of revenue recognized during the three month periods ended March 30, 2019 and March 31, 2018 that were included in the opening contract liability balances as of December 29, 2018 and December 30, 2017 were $6.0 million and $6.5 million, respectively. The amounts of revenue recognized during the three month periods ended June 29, 2019 and June 30, 2018 that were included in the opening contract liability balances as of March 30, 2019 and March 31, 2018 were $5.2 million and $6.4 million, respectively. The amounts of revenue recognized during the three month periods ended September 28, 2019 and September 29, 2018 that were included in the opening contract liability balances as of June 29, 2019 and June 30, 2018 were $3.5 million and $8.4 million, respectively. This revenue consists primarily of loyalty point redemptions, the delivery of sales in transit and gift card redemptions.

Performance Obligations

For retail sales, the performance obligation is the transfer of retail merchandise to the customer at the retail store or at the time of delivery to the customer. Variable consideration for retail sales is primarily related to our loyalty program. Under the loyalty program, sales are deferred at the time points are earned based on the value of points that are projected to be redeemed, which are based on historical redemption data and current trends. The Company records a liability in the period points are earned with a corresponding reduction of sales. Through the first fiscal quarter of Fiscal 2019, loyalty points were earned each calendar quarter and must have been redeemed within the subsequent calendar quarter or they expired. Enhancements to the loyalty program were rolled out in the second fiscal quarter of Fiscal 2019 and include providing Healthy Awards® members with flexibility when redeeming loyalty points. Under the enhanced loyalty program, Healthy Awards® members have the option to redeem loyalty points as they are earned or accumulate loyalty points over an extended period of time.

The Company considers shipping and handling costs as fulfillment costs, and does not consider such activities as a separate performance obligation. When applicable, the Company is responsible for shipment and delivery of the merchandise, even when using a third-party shipping company.

 

17


9. Stock Based Compensation

Equity Incentive Plans – Through its 2018 Long-term Incentive Plan (the “2018 Plan”), the Company provides stock based compensation to certain directors, officers, consultants and employees of the Company. As of September 28, 2019, there were 2,658,423 shares available to grant under the 2018 Plan which includes 240,900 shares currently held by the Company as treasury stock.

During Fiscal 2018, the Company granted inducement awards to certain executives, which were granted outside of the 2018 Plan, but generally incorporate the terms and conditions of the 2018 Plan. These inducement awards consisted of 104,510 performance share units and 31,250 restricted share units.

The following table summarizes restricted shares for the 2018 Plan as of September 28, 2019 and changes during the nine month period then ended:

 

     Number of Unvested
Restricted Shares
     Weighted
Average Grant
Date Fair Value
 

Unvested at December 29, 2018

     436,397      $ 11.70  

Granted

     226,539      $ 6.47  

Vested

     (104,222    $ 21.17  

Canceled/forfeited

     (214,140    $ 6.74  
  

 

 

    

Unvested at September 28, 2019

     344,574      $ 8.49  
  

 

 

    

The total intrinsic value of restricted shares vested during the nine months ended September 28, 2019 and September 29, 2018 was $0.7 million and $0.7 million, respectively.

The following table summarizes stock options for the 2018 Plan as of September 28, 2019 and changes during the nine month period then ended:

 

     Number
of Options
     Weighted
Average
Exercise Price
     Weighted
Average
Remaining
Contractual
Life (years)
     Aggregate
Intrinsic Value
(in thousands)
 

Outstanding at December 29, 2018

     272,000      $ 17.13        

Granted

     —        $ —          

Exercised

     —        $ —          

Canceled/forfeited

     (36,050    $ 30.17        
  

 

 

          

Outstanding at September 28, 2019

     235,950      $ 15.13        7.03      $ 261  
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested or expected to vest at September 28, 2019

     225,677      $ 15.54        6.98     
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested and exercisable at September 28, 2019

     133,222      $ 22.08        6.12      $ 87  
  

 

 

    

 

 

    

 

 

    

 

 

 

No options were exercised during the nine months ended September 28, 2019 and September 29, 2018.

Stock options were not granted during the nine months ended September 28, 2019. The weighted-average grant date fair value of stock options during the nine months ended September 29, 2018 was $1.76. The fair value of each option grant was estimated on the date of grant using the Monte Carlo option-pricing model, because these awards contain a market condition based on the achievement of predetermined targets related to the share price of our common stock, with the following assumptions:

 

18


     Nine Months Ended  
     September 29, 2018  

Expected dividend yield

     0.0

Weighted average expected volatility

     42.61

Weighted average risk-free interest rate

     2.54

Expected holding period

     6.02 years  

The following table summarizes performance share units for the 2018 Plan, as well as inducement awards, as of September 28, 2019 and changes during the nine month period then ended:

 

     Number of Unvested
Performance Share
Units
     Weighted
Average Grant
Date Fair Value
 

Unvested at December 29, 2018

     443,869      $ 10.64  

Granted

     372,504      $ 6.82  

Vested

     (3,028    $ 30.26  

Canceled/forfeited

     (171,252    $ 10.15  
  

 

 

    

Unvested at September 28, 2019

     642,093      $ 8.46  
  

 

 

    

Performance share units granted during the nine months ended September 28, 2019 will vest on December 25, 2021 if the performance criteria are achieved. These performance share units can vest at a range of 0% to 300% based on the achievement of pre-established performance targets.

The total intrinsic value of performance share units vested during the nine months ended September 28, 2019 was de minimis.

The following table summarizes restricted share units for the 2018 Plan, as well as inducement awards, as of September 28, 2019 and changes during the nine month period then ended:

 

     Number of Unvested
Restricted Share
Units
     Weighted
Average Grant
Date Fair Value
 

Unvested at December 29, 2018

     89,340      $ 7.84  

Granted

     159,144      $ 3.77  

Vested

     (58,090    $ 7.75  

Canceled/forfeited

     —        $ —    
  

 

 

    

Unvested at September 28, 2019

     190,394      $ 4.46  
  

 

 

    

The total intrinsic value of restricted share units vested during the nine months ended September 28, 2019 and September 29, 2018 was $0.4 million and $0.7 million, respectively.

Compensation expense attributable to stock based compensation for the three and nine months ended September 28, 2019 was approximately $(0.1) million and $0.8 million, respectively, and for the three and nine months ended September 29, 2018 was approximately $0.8 million and $1.7 million, respectively. As of September 28, 2019, the remaining unrecognized stock based compensation expense for non-vested stock options, restricted shares, performance share units and restricted share units to be expensed in future periods is $1.8 million, and the related weighted-average period over which it is expected to be recognized is 1.6 years. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical forfeiture rate since the inception of granting stock based awards. The estimated value of future forfeitures for stock options, restricted shares, performance share units and restricted share units as of September 28, 2019 is approximately $0.2 million.

 

19


Treasury Stock – As part of the Company’s equity incentive plan, the Company makes required tax payments on behalf of employees as their equity awards vest. The Company withholds the number of vested shares having a value on the date of vesting equal to the minimum statutory tax obligation. The shares withheld are recorded as treasury shares. During the nine months ended September 28, 2019, the Company purchased 45,381 shares in settlement of employees’ tax obligations for a total of $0.3 million. The Company accounts for treasury stock using the cost method. 240,900 treasury shares are available to grant under the Company’s equity incentive plan.

10. Advertising Costs

The costs of advertising for online marketing arrangements, direct mail, magazines and radio are expensed as incurred, or the first time the advertising takes place. Advertising expense was $6.4 million and $5.9 million for the three months ended September 28, 2019 and September 29, 2018, respectively, and $21.6 million and $19.3 million for the nine months ended September 28, 2019 and September 29, 2018, respectively.

11. Net Income (Loss) Per Share

The Company’s basic net income (loss) per share excludes the dilutive effect of stock options, unvested restricted shares, unvested performance share units, unvested restricted share units and warrants. It is based upon the weighted average number of common shares outstanding during the period divided into net income (loss).

Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Stock options, unvested restricted shares, unvested performance share units, unvested restricted share units and warrants are included as potential dilutive securities for the periods applicable, using the treasury stock method to the extent dilutive.

 

20


The components of the calculation of basic net income (loss) per common share and diluted net income (loss) per common share are as follows (in thousands except share and per share data):

 

     Three Months Ended      Nine Months Ended  
     September 28,
2019
     September 29,
2018
     September 28,
2019
     September 29,
2018
 

Numerator:

           

Net income (loss) from continuing operations

   $ (3,409    $ 1,880      $ (3,482    $ 16,820  

Net loss from discontinued operations

     —          (3,626      —          (15,245
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ (3,409    $ (1,746    $ (3,482    $ 1,575  
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator:

           

Basic weighted average common shares outstanding

     23,716,403        23,545,842        23,646,617        23,477,982  

Effect of dilutive securities (a):

           

Stock options

     —          —          —          20,807  

Restricted shares

     —          —          —          137,697  

Performance share units

     —          —          —          80,543  

Restricted share units

     —          —          —          26,827  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted weighted average common shares outstanding

     23,716,403        23,545,842        23,646,617        23,743,856  

Basic net income (loss) from continuing operations per common share

   $ (0.14    $ 0.08      $ (0.15    $ 0.72  

Diluted net income (loss) from continuing operations per common share

   $ (0.14    $ 0.08      $ (0.15    $ 0.71  

Basic net loss from discontinued operations per common share

   $ —        $ (0.15    $ —        $ (0.65

Diluted net loss from discontinued operations per common share

   $ —        $ (0.15    $ —        $ (0.64

Basic net income (loss) per common share

   $ (0.14    $ (0.07    $ (0.15    $ 0.07  

Diluted net income (loss) per common share

   $ (0.14    $ (0.07    $ (0.15    $ 0.07  

 

(a)

For the three and nine months ended September 28, 2019 and for the three months ended September 29, 2018, due to a loss for the period, no incremental shares are included because the effect would be anti-dilutive.

Securities for the three months ended September 28, 2019 and September 29, 2018 in the amount of 507,116 shares and 43,482 shares, respectively, have been excluded from the above calculation as they were anti-dilutive. Securities for the nine months ended September 28, 2019 and September 29, 2018 in the amount of 574,197 shares and 664,916 shares, respectively, have been excluded from the above calculation as they were anti-dilutive.

The Company has the intent and ability to settle the principal portion of its Convertible Notes in cash, and as such, has applied the treasury stock method, which has resulted in the underlying convertible shares, and related warrants, being anti-dilutive for the three and nine months ended September 28, 2019 and September 29, 2018 as the Company’s average stock price from the date of issuance of the Convertible Notes through September 28, 2019 was less than the conversion price as well as less than the strike price of the warrant transaction. Refer to Note 6., “Credit Arrangements” for additional information on the Convertible Notes.

12. Share Repurchase Programs

Beginning in August 2014, the Company’s board of directors approved share repurchase programs that enable the Company to purchase up to an aggregate of $403.8 million of its shares of common stock and / or its Convertible Notes, from time to time. As of September 28, 2019, 8,064,325 shares of common stock pursuant to these programs, and 83,311 Convertible Notes, have been repurchased for a total of $333.8 million. There is $70.0 million remaining in this program. On October 31, 2018, the Company’s board of directors approved a two year extension of the remaining repurchase program. This repurchase program will expire on November 22, 2020.

 

21


The repurchase programs do not obligate the Company to acquire any specific number of securities and may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing securities, the availability of alternative investment opportunities, liquidity, restrictions under the Company’s credit agreement, applicable law and other factors deemed appropriate.

No shares of the Company were repurchased under these programs during the three and nine month periods ended September 28, 2019 and September 29, 2018. During the nine month period ended September 29, 2018, the Company repurchased $75.3 million in aggregate principal amount of its Convertible Notes for an aggregate purchase price of $57.2 million, which includes accrued interest of $0.3 million. Refer to Note 6., “Credit Arrangements” for additional information.

13. Legal Proceedings

In addition to the lawsuits noted below, the Company is party to various lawsuits arising from time to time in the normal course of business, some of which are covered by insurance. Although the impact of the final resolution of these matters on the Company’s financial condition, results of operations or cash flows is not known, management does not believe that the resolution of these lawsuits will have a material adverse effect on the financial condition, results of operations or liquidity of the Company.

On September 30, 2019, a purported stockholder of the Company commenced a federal securities action in the United States District Court for the District of New Jersey against the Company and its directors, captioned Shiva Stein v. Vitamin Shoppe, Inc., et al., No. 19 Civ. 18543 (D.N.J.). On October 1, 2019, a second purported Company stockholder commenced a putative securities class action in the United States District Court for the District of Delaware against the same defendants, captioned Jordan Rosenblatt v. Vitamin Shoppe, Inc., et al., No. 19 Civ. 1848 (D. Del.). On October 25, 2019, a third purported stockholder of the Company commenced a federal securities action in the United States District Court for the District of New Jersey against the same defendants, captioned Kathleen S. Bell v. Vitamin Shoppe, Inc., et al., No. 19 Civ. 19334 (D.N.J.). All three lawsuits were brought under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, and challenge as allegedly materially false and misleading the disclosures the Company made in its September 30, 2019 preliminary proxy statement filed with the SEC in connection with the Merger. The complaints seek injunctive relief against the closing of the Merger pending additional disclosures, attorneys’ fees, and other relief. Other, similar lawsuits may follow. The defendants believe that the lawsuits are without merit.

14. Fair Value of Financial Instruments

The fair value hierarchy requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

   

Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities.

 

   

Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.

 

   

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The Company’s financial instruments include cash, accounts receivable, accounts payable, contract liabilities and its Revolving Credit Facility. The Company believes that the recorded values of these financial instruments approximate their fair values due to their nature and respective durations.

 

22


The Company’s financial instruments also include its Convertible Notes (in thousands):

 

     September 28, 2019      December 29, 2018  

Fair Value

   $ 60,179      $ 50,914  

Carrying Value (1)

     57,422        55,570  

 

(1)

Represents the net carrying amount of the liability component of the Convertible Notes.

The fair value of the Convertible Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of the Company’s Convertible Notes, when available, the Company’s stock price and interest rates based on similar debt issued by parties with credit ratings similar to the Company (Level 1 or 2).

Intangible assets, fixed assets and right-of-use assets are measured at fair value on a non-recurring basis, that is, the assets are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment. These measures of fair value, and related inputs, are considered Level 3 measures under the fair value hierarchy.

The Company recognized store impairment charges of $2.4 million during Fiscal 2019 on fixed assets and right-of-use assets related to six of its underperforming retail locations, which are still in use in the Company’s operations. Impairment charges on the fixed assets of these retail locations represented the full net book value of the fixed assets of these retail locations. Impairment charges on the right-of-use assets of these retail locations were based on a market analysis of the fair value of the applicable real estate operating leases.

 

23