Andrew Lacko
Analyst · Jefferies. Please go ahead
Thanks Hugh, and good morning, everyone. Today, I'd like to provide you with some color around our results for the second quarter, as well as an update on several key financial items and liquidity. Additionally, given the increased volume and cadence in the sale and conversion of Company-owned salons into our asset-light franchise portfolio, I thought it'd be helpful to provide a high-level overview of how we think about the unit economics of these transactions. Turning to the results on a consolidated basis, second quarter revenue decreased $39.2 million or 12.5% versus the prior year to $274.7 million. This year-over-year revenue decline was driven primarily by the closure of a net 678 salons, a majority of which were unprofitable, the conversion of 520 Company-owned salons to the Company's franchise portfolio over the past 12 months, and the lapping of a onetime benefit received last year from the discontinuation of a piloted loyalty program. These headwinds were partially offset by an increase in franchise revenues, consisting of royalties and fees, and a 50 basis point improvement in Company-owned same-store sales. The same-store sales improvement was driven by a 5.2% increase in ticket, partially offset by a 4.7% decline in year-over-year transactions, or what we have historically referred to as traffic. Second quarter consolidated adjusted EBITDA of $20.6 million was $4 million or 24.1% favorable to the same period last year, driven primarily by a $9.4 million cash gain, excluding non-cash goodwill derecognition from the sale and conversion of Company-owned salons to the franchise portfolio. Excluding the $9.4 million and $200,000 gain from the sale of Company-owned salons during the current and prior year quarters respectively, second quarter adjusted EBITDA of $11.2 million was $5.2 million unfavorable year-over-year. The unfavorable year-over-year variance was driven almost entirely by the elimination of the EBITDA that have been generated in the prior year period from the 520 Company-owned salons that were sold and converted to the franchise platform. Second quarter adjusted EBITDA was also unfavorably impacted by the lapping of last year's one-time piloted loyalty program discontinuance benefit, strategic investments in both technology and the Company's franchisor capabilities and services, and differentiated digital advertising, including our Supercuts MLB relationship. As Hugh noted, these strategic investments were largely funded by the continued removal of non-contributory, non-strategic G&A costs. Looking at the segment-specific performance and starting with our Company-owned salons, second quarter revenue decreased $45.8 million or 16.4% versus the prior year to $234.3 million. The year-over-year decline is driven by and consistent with the decrease of approximately 1,197 Company-owned salons over the past 12 months, which can be bucketed into three main categories: first, the closure of 597 nonperforming SmartStyle salons during the third quarter of last fiscal year; second, the profitable sale and conversion of 520 Company-owned salons to our asset-light franchise platform over the course of the past 12 months; and lastly, the closure of approximately 80 Company-owned salons, most of which were unprofitable over the course of the prior -- over the past 12 months. As I mentioned earlier, the revenue decline was also impacted by the lapping of the prior year onetime favorable adjustment related to the discontinuation of a piloted loyalty program. These declines were partially offset by a 50 basis point increase in Company-owned same-store sales. Second quarter Company-owned salon segment adjusted EBITDA decreased $5.3 million year-over-year to $21.3 million. Consistent with the total Company consolidated results, the unfavorable year-over-year variance was driven almost entirely by the elimination of the adjusted EBITDA that had been generated in the prior year period from the 520 Company-owned salons that were sold and converted into the franchise platform over the past 12 months. The quarter was also unfavorably impacted year-over-year by last year's piloted loyalty program discontinuance benefit, increases in stylists' minimum wage and commissions, and strategic digital marketing investments. And again, as Hugh mentioned earlier, the strategic investments were largely funded by management initiatives that led to the elimination of non-core, non-essential G&A. In the Franchise segment, revenue of $40.4 million increased $6.6 million or 19.6% compared to the prior year quarter. Royalties and fees of $22.6 million increased $3.9 million or 20.6% versus the same period last year. Royalties increased 16.9%, driven primarily by positive same-store revenue in the quarter and increased franchise salon counts. Ad fund revenue increased $1.4 million, driven primarily by increased franchise salon counts. Product sales to franchisees increased $2.8 million year-over-year to $17.8 million. Of this, $800,000 related to sales to The Beautiful Group, which, as a reminder, are executed in line with the transaction agreements and currently at lower margin rates than our normal franchise business. Second quarter franchise adjusted EBITDA of $8.5 million declined approximately $100,000 year-over-year, driven by planned, strategic G&A investments to not only enhance our franchisor capabilities but also support the increased volume and cadence of transactions and conversions into the franchise portfolio, along with decreases in margins on product sold to franchisees, partially offset by increases in royalty and fee revenue. Turning now to corporate overhead, second quarter corporate overhead-related adjusted expenses of $9.1 million decreased $9.5 million or 51% compared to the prior year quarter. The primary driver of the year-over-year decrease was the $9.2 million of net gains excluding non-cash goodwill derecognition from the sale and conversion of Company-owned salons and the net impact of management initiatives to eliminate non-core, non-essential G&A expenses. Looking now at the balance sheet, we continue to maintain our strong overall liquidity position, while providing optimal balance sheet flexibility to fund the elements of the Company's transformational strategy. On the liquidity front, net-net quarter-end cash decreased from September 30, 2018 by $18.8 million to $97 million, and we had $90 million drawn on our existing credit facility. The reduction in cash was driven primarily by our continued investment in share repurchase activity. In fact, during the quarter, we repurchased 2.9 million shares, or approximately 7% of the total shares outstanding, for $45.8 million. Fiscal year-to-date, we have repurchased 4 million shares for $65.1 million, representing approximately 9% of the Company's total shares outstanding. The share repurchases to-date have been funded substantially by the monetization of non-core assets such as the Company-owned life insurance policies and the sale leaseback of our Salt Lake City Distribution Center. They were also funded through cash proceeds generated from the sale and conversion of Company-owned stores into our franchise platform. As of December 31st, we have $167 million of available capacity under our previously-approved stock repurchase program. Before turning the call back over to Ebony for questions, given the continued cadence of our profitable sale and conversion of Company-owned salons into the franchise portfolio, I thought it would be helpful to walk you through how we typically think about the unit economics of these transactions. As with most asset sales, a common proxy used for assessing transaction value is the sale price multiple, which usually can be calculated off the face of the financials. However, in this type of transaction, where we are selling and converting Company-owned salons into our franchise portfolio, the simple math may not fully recapture the total value created. This is because in addition to the upfront purchase price proceeds received, which drives the implied multiple, we typically expect to recapture a meaningful portion of the sold cash flow through items such as the predictable ongoing royalty fee stream, potential additional cash generated on incremental product sales to new franchisees, likely lower ongoing capital requirements for items such as salon maintenance and refurbishments, and anticipated reductions in our field and corporate overhead G&A expenses. Additionally, the growth in the franchise portfolio should provide us with a platform for future sustainable organic growth and an effective vehicle for potential brand consolidation in a highly-efficient and capital-light manner. As a result, when one takes into consideration the full range of the quantifiable benefits received, which not only include the sales price proceeds but also the recaptured ongoing cash flow, the resulting effective multiple could be meaningfully higher than what can be initially calculated off the face of the financials. It is also important to remember that in these types of transactions, there are a number of variables that impact the sales price multiple, including such things as mix of brand sold, profitability of the salon sold and required capital conversion cost to name a few. Of course, we are not the first company to embrace this strategy of converting from an operating platform to franchise, and I refer you to examples in the quick-serve restaurant industry for further reference. Lastly, I'd like to remind you that substantially all of our transactions to-date have and any potential transactions in the future likely will involve cash flow positive salons. This is important because in doing so, it may make period-over-period comparisons in your models difficult to estimate with a high degree of precision for a few of the following reasons. First, any comparison would need to be normalized for the likely onetime gains related to the sales proceeds received from the sale of the salons. Second, all prior year periods would need to be normalized for the impact of sold EBITDA that would be eliminated due to the transaction. And third, with regard specifically to product sales, as we transition certain salons to our franchise portfolio, we are converting from a higher-margin retail model in our Company-owned salons to a wholesale model in the franchise portfolio. Of course, when designing our strategy, we planned for and modeled this change in product sales margin and expect to generate greater overall economic value for our shareholders in those circumstances where we convert to an asset-light franchise model. Given these factors, when thinking about your forward-looking models, it is reasonable to expect that in those situations where we convert a Company-owned salon into the franchise portfolio, total revenue and adjusted EBITDA excluding proceeds would likely decline over the short term, driven primarily by a reduction in Company-owned salon segment EBITDA, partially offset by growth in the Franchise segment's adjusted EBITDA, anticipated reductions in company-wide G&A expenses, the expected returns on investments made in technology, the longer-term growth prospects of our merchandise business, and new services provided to our franchisees. Additionally, in this environment, it is likely that the Company's adjusted EBITDA margin would increase. Lastly, as Hugh mentioned earlier, given these -- the success with the sale and conversion of a number of Supercuts salons into our franchise portfolio to-date, as we look forward, we will consider opportunities to franchise our other Company-owned brands in those circumstances where we are convinced that it will add to shareholder value and support our evolving strategy for the business. With that, I'd like to thank you for your continued support and interest in Regis. And we will now turn the call back to Ebony for questions. Go ahead, Ebony.