Andrew Lacko
Analyst · Jefferies. Please go ahead
Thanks, Hugh and good morning. Before turning to third quarter results, I thought it might be helpful to give you additional color around the restructuring charge you likely saw in this morning's press release and 10-Q related to The Beautiful Group, an affiliate of Regis. As we have previously discussed over the past 18 months, we have worked closely with The Beautiful Group to help them navigate a number of headwinds faced by retailers and mall based businesses. This assistance has included several initiatives to help improve their operating cash flow, including financing of approximately $11.7 million in working capital receivables in the form of a two-year note which we fully reserved against last year. The financing of approximately $8 million in outstanding accounts receivables in the form of a two-year note and the extension of payment terms for certain inventory shipments. Despite these best efforts and in light of The Beautiful Group's inability to remain current on amounts due to us, we have made the determination to record a $20.7 million non-cash charge to fully reserve against all outstanding invoices due from The Beautiful Group to us as of the end of the third fiscal quarter. It's important to remember that the value created in the transaction with The Beautiful Group has always been through the risk transferred of our mall based lease exposure. And since the execution of this transaction in October 2017, the company's mall based lease exposure has been materially reduced. Additionally, in order to provide additional transparency and insight into the performance of the franchise business beginning with this morning's disclosures and going forward, we will break out and present separately all costs associated with The Beautiful Group on its own line on our income statement. Turning now to the results. On a consolidated basis, third quarter revenue decreased $47.4 million or 15.5% versus the prior year to $258.3 million. The year-over-year revenue decline was driven primarily by the conversion of 635 company-owned salons to company's franchise portfolio over the past 12 months. The closure of a net 117 salons, a majority of which were cash flow negative and not essential to our future plans and a 250 basis point decline in company-owned same-store sales. These headwinds were partially offset by an increase in franchise revenues, consisting primarily of royalties and fees. The company-owned same-store sales decline was driven by a 6.1% decline in year-over-year transactions or what we have historically referred to as traffic, partially offset by a 3.6% increase in ticket. I'd like to point out that the third quarter revenues and traffic were unfavorably impacted by the shift in the lead up to the Easter holiday from the third quarter last year into the fourth quarter this year, and we estimate that this shift negatively impacted third quarter traffic and same-store sales by approximately 90 basis points. In addition, prior year's same-store sales included approximately 70 basis points of one-time discontinued closeout product sales as part of the closure of 597 non-performing SmartStyle salons in February of last year. Excluding both the Easter holiday shift and the one-time SmartStyle impact in the prior year, we estimate consolidated same-store sales declined approximately 90 basis points. Third quarter consolidated adjusted EBITDA of $37.2 million was $18 million or 93.7% favorable to the same period last year. It was driven primarily by $27.4 million gain excluding non-cash goodwill derecognition related to the sale and conversion of 245 company-owned salons to the franchise portfolio during the quarter. Excluding this one-time gain, adjusted EBITDA totaled $9.7 million, which was $8 million unfavorable year-over-year. The year-over-year unfavorable variance was driven almost entirely by the elimination of the EBITDA that had been generated in the prior year period from the company-owned salons that we have sold and converted to the company's franchise platform over the past 12 months. Third quarter adjusted EBITDA was also unfavorably impacted by the decline in company-owned same-store sales, which included the impact of the shift in the timing of the lead up of the Easter holiday, minimum wage increases and strategic investments in technology, marketing and the company's franchisers' capabilities. These were partially offset by lower year-over-year incentive compensation expense. As Hugh mentioned earlier, the strategic investments we are making around technology and marketing are being funded by the continued removal of non-contributory, non-strategic G&A costs. On a year-to-date basis, consolidated adjusted EBITDA of $82.9 million was $24.8 million or 42.7% favorable versus the same period last year. Year-over-year favorability was driven primary by a $43.9 million gain excluding non-cash goodwill derecognition related to the year-to-date sale and conversion of 502 company-owned salons to the franchise portfolio. Excluding the one-time gain, third quarter year-to-date adjusted EBITDA totaled $39 million, which was $17.1 million unfavorable year-over-year. And like the third quarter results, this unfavorable year-to-date variance is driven largely by the elimination of the EBITDA related to the salons that we have sold and transferred into the franchise portfolio over the past 12 months. Looking at the segment-specific performance and starting with our company-owned salons, third quarter revenue decreased $50.8 million or 18.7% versus the prior year to $221.2 million. This year-over-year decline is driven by the decrease of approximately 752 company-owned salons over past 12 months, which can be bucketed into two main categories. First, the profitable conversion of 635 company-owned salons to our asset-light franchise platform over the course of the past 12 months, of which 245 were sold and transferred during the third quarter of this year. And second, the closure of approximately 117 company-owned salons with -- most of which were unprofitable over the course of the past 12 months. As I mentioned earlier, the third quarter revenue decline was also impacted by a 250 basis point decline in company-owned same-store sales, which included in approximately 90 basis points unfavorable impact due to the shift in timing of lead up to the Easter holiday this year, and an approximately 70 basis point unfavorable impact due to the one-time discounted close-out product sales as part of the closure of 597 non-performing SmartStyle salons during the third quarter last year. Third quarter company-owned salon segment adjusted EBITDA decreased $11.6 million year-over-year to $17.2 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 have been generated in the prior year period from the 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 increases in stylist minimum wage and commissions and strategic digital marketing investments. On a year-to-date basis, company-owned salon consolidated adjusted EBITDA of $66.1 million was $22.6 million or 25.5% unfavorable versus the same period last year. The unfavorable year-over-year variance was driven almost entirely by the elimination of EBITDA related to the sold and transferred salons over the past 12 months. In the franchise segment, third quarter revenue increased $3.3 million or 9.8% versus the prior year to $37.1 million. Royalties and fees of $22.8 million increased $3.9 million or 20.8% versus the same period last year, driven primarily by increased franchise salon comps. Product sales to franchisees decreased $600,000 year-over-year to $14.3 million, driven primarily by a $2.8 million decrease in product sold to The Beautiful Group, partially offset by increased franchise salon comps. Total franchise same-store sales declined 220 basis points and franchise same-store sales excluding The Beautiful Group salons declined 130 basis points during the third quarter. Like the company-owned salon portfolio, we believe franchise traffic and same-store sales were negatively impacted by the shift in the lead up of the Easter traffic into the fourth quarter this year. I would also like to point out that franchise same-store sales comps is a new disclosure this quarter and that we believe will assist investors in evaluating the overall performance of our business, as we continue to transition to a more heavily franchise portfolio of salons. As a reminder, franchise same-store sales are calculated in a manner that is consistent with how we calculate same-store sales in our company-owned salon portfolio and represents the total year-over-year change in sales for salons that have been opened as a franchise location for more than 12 months. Third quarter franchise adjusted EBITDA of $9.8 million improved $1.2 million or 13.5% year-over-year, driven by growth in the franchise salon portfolio, partially offset by planned strategic G&A investments to further enhance our franchiser abilities and to support the increased volume and cadence of transactions into the franchise portfolio. Year-to-date, franchise adjusted EBITDA of $28.1 million improved approximately $2.4 million or 9.2% year-over-year. Turning now to corporate overhead. Third quarter corporate-related adjusted expenses of $10.1 million, decreased $28.4 million year-over-year, driven primarily by the $26 million of net gains excluding non-cash goodwill derecognition from the sale and conversion of company-owned salons that -- the net impact of management initiatives to eliminate non-core nonessential G&A expenses and lower year-over-year incentive compensation expense, partially offset by investments in technology and marketing capabilities. 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 totaled $71.1 million, a $39.3 million decrease since the beginning of the fiscal year, driven entirely by our continued investment in share repurchases. In fact, during the third quarter, we repurchased 2.2 million shares or approximately 5% of total shares outstanding for $40.2 million. In fiscal year-to-date, we have repurchased six million shares for $105.4 million, representing approximately 13% of company's total shares outstanding. Year-to-date share repurchases have been funded substantially by the monetization of several non-core assets in the prior quarters, such as the company-owned life insurance policies in Q1, the sale leaseback of our Salt Lake City disruption center in Q2 and the cash proceeds generated from the sale and conversion of company-owned stores into the franchise platform. As of March 31, we have $129 million of remaining capacity under our approved stock repurchase program and we had $90 million of outstanding borrowings under our existing credit facility. The last balance sheet item you likely noticed this morning was that inventory balances have increased by approximately $11.5 million fiscal year-to-date. This growth which we believe to be temporary in nature is driven primarily by several factors, including first, with the shift of the run up of the Easter holiday into the fourth quarter this year, our third quarter ending inventory balances were elevated in anticipation of a strong retail demand in April. Second, we had introduced a number of new innovative and forward leaning lines of product that we believe will help drive incremental value to the company owned and franchised retail businesses. Third, we've experienced the continued overall growth in our franchise business. And lastly, we carried significantly higher levels of inventory for The Beautiful Group during the quarter that we believe we will be able to effectively redeploy throughout our network during the fourth quarter and the remaining months of the calendar year. Lastly, before I turn the call back to Olivia, given the continued acceleration of our profitable sale and conversion of the company-owned salons in the franchise portfolio, I thought it would be helpful to remind you once again about how we think about the unit economics of these transactions. In evaluating these transactions, we consider that in addition to the upfront purchase price or cash received, we also typically expect to recapture a meaningful percentage of the sold cash flow through items such as the predictable ongoing royalty fees stream, the potential additional cash generated on incremental product sales to new franchisees, likely lower ongoing capital requirement -- requirements for items such as salon maintenance and refurbishment, and anticipated reductions in our field and corporate overhead G&A expenses. Additionally, we also believe that the growth in the franchise portfolio should provide us a stable platform for future sustainable organic growth and an effective vehicle for potential future brand consolidation in a highly efficient and capital-light manner. Also, as we have disclosed in the past substantially all of our transactions today have and any potential transactions in the future likely will involve cash flow positive response. This is critical to note because that will likely make period-over-period revenue and adjusted comparisons in your models difficult to estimate with a high degree of precision for a few reasons including, first, any comparison would need to be normalized for the likely one-time gains related to the sales procedures seen from sales of salons net of non-cash goodwill de-recognition. Second, all prior year periods would need to be normalized for the impact of in-store EBITDA that would be eliminated due to the transaction. And third, as we transition salons to our franchise portfolio, one must consider the fact that we're converting from a higher margin model in our company-owned salons to a wholesale model in the franchise portfolio. Of course, we're designing our strategy. We planned for in model this change in product sale margins 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 and when thinking about your forward-looking models, it is reasonable to expect that as we profitably sell and convert company-owned salons in those franchise portfolio Regis' consolidated revenue and adjusted EBITDA, excluding proceeds would likely decline over the short-term. However, over the longer-term, we would expect to see growth in the franchise segment's adjusted EBITDA, reductions in company-wide G&A expenses, returns on investment made both in technology and marketing and longer-term growth of our merchandise business. And net result would likely be an increase in the company's adjusted EBITDA margin rate over the longer-term. Lastly, as Hugh mentioned given the success to-date with the sale and conversion of salons into our franchise portfolio, we will continue to consider and evaluate opportunities to franchise our company-owned salons across all of our 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 would like to thank you for your continued support and interest in Regis and we will now turn the back -- turn the call back to Olivia for questions. Go ahead Olivia.