Andrew Lacko
Analyst · Jefferies
Sure. Thanks to you and good morning. As you mentioned, we are very pleased to report significant progress in our transition to a fully franchised model. Before getting into the details of the quarter, I'd like to share with you a quick overview of the changes we've -- related to our adoption of these new lease accounting standards that you likely noticed in this morning's release. Historically, we have recorded lease income and expense on a net basis through the rental expense line item on the P&L, however, with the new lease accounting guidelines, we now record franchise rental revenue and the corresponding rental expense on separate line items in the P&L, while the net impact is a gross-up of both revenue and expense line items on the P&L. The new lease standard does not impact overall operating income. I'd like to also point out that the new lease guidance is accounted for prospectively and we did not restate for comparative periods. So please consider this in your modeling. In addition to the P&L impact, the new lease accounting guidance also required us to record a lease asset and a lease liability of approximately $990 million on the balance sheet. However, a portion of this long-term lease liability is subleased to our growing portfolio franchisees. Now turning to the results, we reported this morning consolidated first quarter revenues of $247 million, which represented a decrease of $40.8 million or 14.2% versus the prior year. The year-over-year decline in revenue was driven primarily by the conversion of 1143 company owned salons to the Company's franchise portfolio over the past 12 months and the closure of 147 company owned salons over the past 12 months. A majority of which were cash flow negative and not essential to our future. These headwinds were partially offset by a $3.1 million revenue increase in our franchise segment and $31.4 million of rent revenue related to the franchise segment that is recorded in connection with the new lease accounting guidance I just mentioned. First quarter consolidated adjusted EBITDA of $29.8 million was $4.7 million or 18.5% favorable to the same period last year and was driven primarily by a $26.2 million cash gain excluding non-cash goodwill derecognition related to the sale and conversion of 545 company-owned salons to the franchise portfolio during the quarter. Excluding this one-time gain, adjusted EBITDA totaled $3.6 million which was $14.4 million unfavorable year-over-year. The year-over-year unfavorable variance was driven primarily by the elimination of the EBITDA that had been generated in the prior-year period from the company-owned salons that have been sold and converted to the company's franchise platform of the past 12 months. First quarter adjusted EBITDA was also unfavorably impacted by a 1.1% decline in consolidated same-store sales, minimum wage increases, and strategic investments in technology and marketing. Please note that excluding discrete items and the income from discontinued operations, the company reported increased first quarter 2020 adjusted net income of $13.9 million or $0.37 per diluted share as compared to adjusted net income of $11.3 million or $0.25 per diluted share for the same period last year. Looking at segment specific performance and starting with our franchise segment, first quarter franchise royalties and fees of $28 million increased $5.6 million or 25.1% versus the same quarter last year driven primarily by increased franchise salon counts Product sales to franchisees decreased $2.5 million year-over-year to $13.1 million driven primarily by a $4.2 million decrease in products sold to TBG partially offset by increased franchise salon counts. Total franchise same-store sales were essentially flat year-over-year. 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 change in sales for salons that have been a franchise location for more than 12 months. First quarter franchise adjusted EBITDA of $11.9 million improved approximately $2 million year-over-year driven by growth in the franchise salon portfolio partially offset by planned strategic G&A investments to further enhance our franchiser capabilities and to support the increased volume and cadence of transactions and conversions into the franchise portfolio. Excluding the impact of TBG, franchise adjusted EBITDA was $2.5 million favorable year-over-year. I would like to point out that with the revenue recognition and lease accounting guidance we have adopted over the last two years, as well as historical sales of product to TBG at cost, our Franchise segment EBITDA margin percentage is not comparable year-over-year. After adjusting for the non-contributory revenue associated with Ad fund revenue, franchisee rent revenue, and TBG product sales, our pro forma Franchise segment EBITDA margin was approximately 40.4%, which was approximately 20 basis points favorable year-over-year and in line with our expectations. Looking now at company-owned salon segment, fourth quarter revenue decreased $75.3 million or 30.2% versus the prior year to $174.5 million. This year-over-year decline is driven by and consistent with the decrease of 1271 company-owned salons over the past 12 months, which can be bucketed into two main categories. First, the conversion of 1,188 company-owned salons to our asset light technology enabled franchise platform over the course of the past 12 months, of which 545 were sold during the first quarter and second, the closure of approximately 147 company-owned salons over the course of the last 12 months, most of which were unprofitable and as I noted earlier, not essential to our future strategy. These net company-owned salon reductions were partially offset by 45 salons that were bought back from our franchisees over the last year and 19 new company-owned organic salon openings during the last 12 months, which we expect to transition to our franchise portfolio in the months ahead. First quarter company-owned salon segment adjusted EBITDA decreased $16.1 million year-over-year to $11.5 million consistent with the total company consolidated results. The unfavorable year-over-year variance was driven primarily by the elimination of the adjusted EBITDA that has been generated in the prior year period in the company-owned salons that were sold and converted into the franchise platform over the past 12 months. The quarter was also unfavorably impacted by a 2% decline in same-store sales increases in stylist minimum wages and commissions and our investments in a new Supercuts advertising campaign, which launched during the MLB playoff season and World Series. Turning now to corporate overhead, first quarter adjusted EBITDA of $6.4 million is driven primarily by the $26.2 million of net gains excluding non-cash goodwill derecognition from the sale and conversion of company-owned salons. The net impact of management initiatives to eliminate non-core, non-essential G&A expenses and lower year-over-year incentive expenses. These were partially offset by the timing of the company's annual franchise convention that occurred in the first quarter of this year compared to the second quarter in the prior year. Lastly, I want to point out that the cash proceeds received during the first quarter for the salons we venditioned were approximately $70,000 per unit compared to approximately $125,000 per unit for the full year of FY '19. The decline in year-over-year per unit vendition cash proceeds is driven primarily by the increased mix in Signature and SmartStyle salon venditions during the quarter as both of these have lower -- typically have lower transaction multiples than salons in our Supercuts portfolio. Looking now at the balance sheet, as expected we have maintained 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 equaled $58.9 million. As Hugh mentioned, we expect to utilize our vendition cash proceeds in various ways to maximize shareholder value. So our quarter end cash may fluctuate in the quarters ahead. During the first quarter, we repurchased 1.5 million shares or approximately 4.2% of the total shares outstanding for $26.3 million. As of September 30, we had $90 million drawn on our existing credit facility, which was equivalent to our FY '19 year-end levels. Turning now to cash flow, I thought it might be helpful to provide a high level reconciliation of how we see adjusted EBITDA flow through to cash from operations and our free cash flow. When looking at first quarter cash flow statement, the single largest use of cash is approximately $12 million use of working capital. This net use of cash is significantly impacted by cash outlays associated with the wind down of company-owned salons as we convert to a fully franchised platform. Specifically in the first quarter, the working capital use is primarily driven by 3 items. First transition related payroll and vacation payments including severance payments related to restructuring our field teams to better align with our future state. We anticipate these types of outlays will likely continue as we transition to the fully franchise platform. Secondly, both short-term and long-term bonus and incentive payments related to FY '19 performance. And third, we saw normal course inventory build during the quarter, as we lead up to the upcoming holiday season. However, I want to point out that we expect the company's merchandise inventory levels to stabilize and materially decrease in the months ahead as we continue to convert to the wholesale inventory model needed to support our franchisees. In addition to a change in working capital when reconciling the adjusted EBITDA to operating cash flow, you need to take into account the fact that the $26.2 million net gain from the conversion of our company-owned salons to the franchise platform are included in our net income and adjusted EBITDA, but not included in cash from operations. As the cash proceeds are reported as inflows in the investing activities section of the cash flow statement. Turning now to other operational items. I thought it would be helpful to provide a brief update on TBG. As we have discussed in the past, Regis had a number of reasons to pursue the original TBG transaction back in October of 2017. First, the transaction provided us an opportunity to transfer mall-based lease risk to a third party and enabled us to exit the malls and focus on growth in the value sector rather than premiums salons. Second, with this transaction, we were able to substantially avoid the continuing operating losses associated with these salons. Third, we created optionality of the buyer was able to improve the performance of this portfolio. And finally the TBG transaction has enabled us to focus on our franchise conversion strategy. As we had previously previously disclosed, although we would have provided some -- although we have provided some ongoing support, the buyer of this business has not performed as well as we had hoped. In fact, the business has struggled and continues to be challenged. Nevertheless, we have worked hard to reduce the ongoing lease risks and today, we estimate that in the worst case scenario, our all-in remaining risk is approximately $35 million prior to any mitigation efforts that may be available to us and this is a significant decline from the original lease liability of approximately $140 million when we entered into this transaction over two years ago. Looking forward, should TBG destabilize further? We believe we have multiple options to minimize our cash risk including negotiating with the landlords to buyout of the leases, potentially reduce amounts or negotiated reduced rents. We could bring back a number of these salons into our OpCo portfolio and operate them and/or we could transfer the salons, where we have ongoing lease risk to a new operator. As a contingency plan, we have these options under a continuing review but have not concluded the best option for our business. You may have also read recently that an administrative action has been filed in the UK. As a reminder, the UK transaction with TBG was done as a stock deal and we do not believe that Regis has any liability associated with this transaction or these salons. However, we will continue to review and monitor this matter and determined what the best course of action related to the UK salons, particularly Supercuts. Lastly, before turning the call back to Katherine for questions. As we discussed on last quarter's call, we have provided a recast view of our actual results for the last 12 months ended September 30, 2019, bifurcated between our modeled recast ExitCo and pro forma franchise NewCo components of the business. We believe this recast will help you model, how we're thinking about the future state fully franchised business. While the numbers presented are subject to material change, in providing this ExitCo is intended to represent our company-owned salons modeled as though they were a stand-alone business with cost allocations related to product sales and distribution expenses, corporate overhead in other one-time and stranded G&A costs. The pro forma franchise NewCo component is intended to reflect a scenario, in which we were to snap a line at the end of the first quarter what our company may look like as a fully franchised business based on our last 12 months of actual results. This also represents our existing and projected new franchise salons with allocations for product sales and distribution expenses, long-term strategic technology investments and corporate overhead G&A. This pro forma view should make any sum of the parts analysis work simpler and enables one to value the model franchise NewCo portion of business at a multiple more in line with other publicly traded pure franchise companies. Conversely, for the ExitCo component of the business given the fact that this is anticipated to have a relatively short life cycle and not continue in perpetuity, we believe it should be valued at its nominal or absolute value and not having multiple applied against it. Lastly, as a reminder, while what we have presented today reflects actual results for the last 12 months ended September 30, 2019, when thinking about the overall sum of the parts for valuation purposes, it is necessary to consider future period ExitCo cash flow items including EBITDA and cash CapEx, net of sale proceeds along with franchise NewCo cash CapEx. As discussed during our August earnings call, in terms of modeling future G&A expenses while not intended to be used as forward-looking guidance, we believe it is reasonable to model G&A of approximately $12,500 per salon in the fully franchised future state business split roughly evenly between franchise direct G&A, which would include distribution center costs and corporate G&A. With that, I would like to thank you for your continued support and interest in Regis and we'll like to now turn the call back to Cassidy for questions. Go ahead, Cassidy.