Kersten Zupfer
Analyst · Jefferies. Please go ahead. Your line is open
Thanks, Hugh and good morning, everyone. As Hugh mentioned, the last few months have been unprecedented, but we are committed more than ever to our strategy, and we continue to be pleased with the results of our restructuring and the cadence of our vendition process given the major disruption of the COVID-19 pandemic. We reported this morning on a consolidated basis, third quarter revenues of $153.8 million, which represented a decrease of $104.6 million or 40.5% versus the prior year. The year-over-year revenue decline was driven primarily by the conversion of a net 1,581 company-owned salons to the company franchise portfolio over the past 12 months and the closure of 208 non-performing salons of which the majority were cash flow negative and not essential to our future plans. In late March, we made the decision to refund our franchise partners approximately $15 million of previously collected cooperative advertising fund contributions. Many of our franchisees were able to and have taken advantage of the government assistance programs, which will help them recover. We wanted to provide some immediate cash relief by refunding previously collected ad [indiscernible]. Given the near term challenges faced by our franchisees, we concluded that this accommodation would ease the financial burden associated with the government mandated hibernation of the franchise brands bonds during the pandemic. This also contributed to the decline in revenue. However, it had no impact on operating income. These revenue headwinds in the quarter were personally offset by a $2.1 million increase in franchise royalties and fees and a $31.8 million of rent revenue recorded in connection with the new lease accounting guidance adopted in the first quarter of fiscal 2020. While, I'd normally not address technical accounting matters, it's important for me to comment on the $45 million one-time non-cash goodwill impairment charge related to our company-owned salon segment that we reported during the quarter. This was a full impairment of company-owned goodwill. This non-cash charge is highly technical in nature and does not have any economic impact on our business model. Prior to the COVID-19 crisis, the company was on track to be recognized its goodwill over several quarters as part of our vendition strategy. The economic disruption caused by the pandemic resulted in a charge this quarter, which eliminates future derecognition charges. Absent the goodwill impairment charge, the company-owned goodwill would have been be recognized over the course of our transition to a franchise platform. For clarity with the full impairment this quarter, there will be no further goodwill derecognition. Third quarter consolidated adjusted EBITDA of $6 million decreased $31.2 million or 84% unfavorable to the same period last year and was driven primarily by the decrease in the gain associated with the sale of company-owned salons of $17.8 million and the elimination of the EBITDA that had been generated in the prior year from the net 1,581 company-owned salons that have been sold and converted to the franchise portfolio over the past 12 months, partially offset by significant reductions in G&A and marketing. As we've previously discussed, you should expect the gain from the sales company-owned salons to continue to diminish as we enter the later stages of our transformation. The COVID-19 pandemic also contributed to the decline in the third quarter. Adjusted EBITDA by approximately $8 million due to the government mandated hibernation of salons caused by the pandemic and a decrease in guest visits leading up to the salon closures as customers across the country began to shelter-in-place. As a reminder, all of our company-owned salons closed near the end of March as did the substantial majority of our franchise salons. Since the closure is continued into April and May and substantially ended revenue generation during this period, we expect to experience a much greater impact on our fourth quarter results. Although, the pandemic had a dramatic impact on our earnings, we are reopening our salons at a rapid pace. As Hugh mentioned approximately 68% of our portfolio has reopened, and we anticipate that as we enter our new fiscal year, the majority of our business will be operational. Please note that excluding discrete items and the income from discontinued operations, the company reported decreased third quarter 2020 adjusted net loss of $4.5 million or $0.12 per diluted share as compared to adjusted net income of $15.4 million or $0.37 per diluted share for the same period last year. The year-over-year earnings decrease in adjusted net income was driven primarily by the decrease in adjusted gains from the sale of salons to franchisees and corresponding elimination of adjusted net income that had been generated in the prior period from the sold salons. These decreases were offset by a decrease in adjusted tax expense due primarily to the impact of valuation allowance. On a year-to-date basis, consolidated adjusted EBITDA of $52.8 million was $30.1 million or 36.3% unfavorable versus the same period last year. The change includes a $6.9 million increase in the gain, excluding non-cash goodwill derecognition related to the year-to-date sale and conversion of company-owned salons to the franchise portfolio. Excluding the impact of the gain and the non-cash goodwill impairment charge, third quarter year-to-date adjusted EBITDA totaled $1.9 million, which was $37 million unfavorable year-over-year. And like the third quarter results, this unfavorable variance is largely driven by the elimination of EBITDA related to the sold and transfer salons over the past 12 months. Looking at the segment specific performance and starting with our franchise segment, third quarter franchise royalties and fees of $8.7 million decreased $14.1 million or 61.8% versus the same quarter last year. As I previously mentioned, this decline in royalties and fees is driven primarily by the one-time refunding of approximately $15 million of previously collected contributions to cooperative advertising funds, which had no impact on operating results. The decrease in advertising fund revenue was partially offset by an increase in royalties due to an increase in franchise location. Product sales for franchisees decreased $1 million year-over-year or $15.3 million primarily by $3.77 million decrease in products sold to TBG partially offset by increased franchise salon account. Franchise same-store sales were unfavorable 4.1% and we believe negatively impacted by the reduced guest visits leading up to the government mandated closures. Third quarter franchise adjusted EBITDA of $11.5 million improved approximately $1.7 million year-over-year, driven by growth in the franchise salon portfolio, partially offset by lower margins on franchise product sales. The performance of our franchise portfolio was also challenged by the COVID-19 pandemic, as well as operational complexity of onboarding new owners and transitioning salons to our more experienced owners, among other factors. Year-to-date franchise adjusted EBITDA of $36.4 million improved approximately $8.3 million or 29.7% year-over-year. Looking now at the company-owned salon segment, third quarter revenue decreased $123 million or 55.7% versus the prior year to $97.9 million. This year-over-year decline is driven by and consistent with the decrease of approximately 1,561 company-owned salons over the past 12 months, which can be bucketed into three main categories. First, the conversion of 1,628 company-owned salons for asset light franchise platform over the course of the past 12 months of which 375 were sold during the third quarter. Second, the closure of approximately 208 company-owned flat over the course of the last 12 months, most of which were underperforming salons at lease expiration, and as I noted earlier, not essential to our future strategy. The next company-owned salon reductions were partially offset by 254 salons that were bought back from franchisees over the last year and 21 new company-owned organic salon openings during the last 12 months, which we expect to transition to our franchise portfolio in the months ahead. Third quarter company-owned salon segment adjusted EBITDA decreased $18.5 million year-over-year to negative $1.3 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 had been generated in the prior year from 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 the reduced guest visits and temporary closure of company-owned salons due to the COVID-19 pandemics and increases in stylists minimum wage and a decline of same-store sales in our company-owned salons pre-COVID-19. On a year-to-date basis, company-owned salons consolidated adjusted EBITDA of $14.5 million to $51.7 million unfavorable versus the same period last year. The unfavorable year-over-year variance is driven by the elimination of the adjusted EBITDA related to the sold and transferred salons over the past 12 months, partially offset by management initiatives to right-size the support structure in the field. Of course, it's important to know that our company-owned salon performance will continue to become less critical to the future trajectory of our business as we continue our conversion to a capital-light franchise model. Turning to now to corporate overhead. Third quarter adjusted EBITDA of $4.3 million decreased $14.4 million and is primarily driven by the $17.8 million decline in net gain, excluding non-cash goodwill derecognition and the sale of company-owned salon. Partially offset by the net impact of management initiatives to eliminate non-core and essential G&A expense and lower year-over-year equity compensation due to the reversal of equity expense related to performance [technical difficultly]. In January, based on the improved visibility and to the speed of our transition, we began meaningful reductions in our G&A expenses by eliminating approximately 290 positions, including 15 contractors across the U.S. and Canada, which is expected to result in $19 million of annualized G&A expense savings. Lastly, I wanted to point out that vendition cash proceeds during the quarter were approximately $49,000 per salon compared to approximately $71,000 per salon in the second quarter of fiscal 2020. As you may recall from our previous earnings calls, we've cautioned that we are venditioning more Signature Style salons this fiscal year, which could blow up net proceeds per salon due to the cost of converting some of these salons as part of our brand consolidation efforts along with more SmartStyle venditions. Additionally, the COVID-19 pandemic caused us to temporarily suspend the vendition process at the end of March, and we've just started -- restarted the process. Looking now at the balance sheet. At the end of the quarter, we made $183 million draw on our revolving credit facility. This draw was done to increase our cash position and preserved financial flexibility in light of the COVID-19 pandemic. This increased our cash balance to $241 million as of the end of March. As Hugh previously mentioned in May, we amended our revolving credit facility that expires in March of 2023, the successful amendment provides relief for the maximum consolidated net leverage covenant and minimum fixed charge coverage ratio covenants. Given our successful vendition process, we have known for some time that our existing credit facility would not be appropriate for our end state franchise business, and that we'd need to reengineer a credit facility then we'd see opportunities inherent in our new business product. We are very pleased with the new credit facility terms and appreciate the support of our bank syndicate. We believe the new amendment will provide the long-term flexibility we need to see our strategy through -- to completion and enable us to successfully navigate the uncertainties caused by this pandemic. In summary, our third and fourth quarters have proven to be unprecedented in our history. However, despite the hibernation of our business, we successfully amended our credit facility and continued forward momentum of our vendition strategy. We continue to believe that we will complete our transformation and be well-positioned to generate long-term shareholder value. With that, I'd like to thank you for your continued support and interest in Regis. And now I'll turn the call back to Gail for questions. Gail?