Ladies and gentlemen, thank you for standing by. Welcome to the Regis Corporation Second Quarter Fiscal 2020 Earnings Call. My name is Gail and I will be your conference facilitator today. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this call is being recorded for playback and will be available by approximately 12:00 p.m. Central Time today. I'll now turn the conference call over to Biz McShane, AVP Finance. Please go ahead.

Thank you, Gail. Good morning, everyone and thank you all for joining us. On the call with me today, we have Hugh Sawyer, our Chief Executive Officer; Kersten Zupfer, our Executive Vice President and Chief Financial Officer; Eric Bakken, President of Franchise segment; and Amanda Rusin, our General Counsel. Before turning the call over to Hugh, there are a few housekeeping items to address. First, today's earnings release and today's conference call include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of performance, and by their nature, are subject to inherent risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Please refer to the company's current earnings release and recent SEC filings, including in our most recent 10-Q and June 30, 2019 10-K for more information on these risks and uncertainties. The company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this call. Second, this morning's conference call must be considered in conjunction with the earnings release we issued this morning and our previous SEC filings, including our most recent 10-K. On today's call, we will be discussing non-GAAP as adjusted financial results that exclude the impact of certain business events and other discrete items. These non-GAAP financial measures are provided to facilitate meaningful year-over-year comparisons, but should not be considered superior to or the substitute for our GAAP financial measures and should be read in conjunction with GAAP financial measures for the period. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in this morning's release, which is available on our website at www.regiscorp.com/investorrelations. With that, I will now turn the call over to Hugh.

Thank you, Biz and good day. Although, a lot has changed in the world and in our business since our last earnings call, we remain committed to a strategy. A strategy that we believe will enhance shareholder value. I expect Regis to become a company with significant long-term potential, a business we can all be proud to own. Our multiyear strategy is built around completing a franchising plan to position our company-owned salons to a capital-light model, while positioning the company for sustainable growth in units, sales and profitability. The key elements of our strategy are unchanged and include converting company-owned salons to a franchise platform. As we reported today, approximately 74% of our portfolio has already been franchised, transforming the business with technology, particularly customer facing technology, improved salon management systems and digital training, eliminating non-essential non-strategic G&A. In January, we eliminated approximately $19 million in annualized G&A costs, and we do intend to do more to rationalize our costs when the time is right to do so. We've been upgrading stylists recruiting and training was an emphasis as I mentioned on digital training. We've been restructuring our portfolio in order to focus on five core brands, the fab five, which we expect will improve the precision and efficiency of our marketing. And we've been revitalizing our merchandise business, focusing on own brands like Designline and Blossom. Now, although, our core strategy has not changed, we have intelligently adapted our salon operations from a the new normal with an intense focus on safety. In March of this year various state and local government mandates resulting from the COVID-19 pandemic forced us to close, to hibernate a substantial majority of our franchise and company-owned salons. These closures significantly impacted our fiscal third quarter results and will continue to negatively impact…

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…

Thank you, Hugh and Kersten. [Operator Instructions] Our first question is coming from Steph Wissink from Jefferies. Please go ahead. Your line is open.

Thank you. Good morning, everyone. Hugh, I have a couple of questions for you and then Kersten as well. I know you don't typically like to give comps by months, but I think it would be just helpful to scope the business coming through January/February into the downturn in March and then being down April/May, and then what you've seen so far in the recovery in June as your salons have reopened? If you're willing to just give us even contextually some shape of the comp performance, that'd be helpful.

Sure, Steph. And I think what I'll do just at a high level I'll set the table here for Eric. It's still such early days in the reopening cycle, that you're right. We are reluctant to say more than we should say, but I think Eric can give you a pretty good flavor of what we're seeing as franchise was out ahead of the company-owned salons on the reopening schedule. So Eric, why don't you talk about what we're seeing in the franchise business, because that'll give you some good insight into the contextual patterns we're seeing, Steph.

Sure. Thanks, Hugh. Hi, Steph. Good question and I think it is helpful to understand -- I'll take both parts of your question. The first part, as it relates to the quarter, if you looked at January and February, we were performing very well on the franchise side. it can always be better, of course, that but we were up 2.4% in service and 1.5% in total and for Supercuts, we were up 3.3% in service and 2.7% total. So that's for January/February across our franchise business. Then March, we were down 19%, which pushed our number down to a negative four. So that I think clarifies what happened in the quarter. And what we've seen, we started opening salons on the franchise side in April 24 and Georgia and Oklahoma were our first two states And then we've been opening ever since and now we have north of 4,000 franchise salons open. And we're starting to get to the point where we have a meaningful number of salons that have been opened more than 30 days. So, we can start to gauge what's happening with the haircut cycle. So, I'll give you a high level kind of view of what we've seen. Starting out that we had -- when we opened in states we did a nice job of opening as soon as we could in most instances, we're very well prepared. Our franchisees did terrific work here. And so, we would see pent-up demand for the first week. I mean, very busy, full on, no additional capacity, et cetera. And then once you got first -- through that first seven days, you would see that demand start to subside. And so we see that -- so it would go up significantly then back down. And what we're seeing…

Kersten, I think it's also true to say Kersten that closed salons are not in the number, right, in the same-store sales.

That's right. So, the decline that you see in comp in March is people starting to shelter-in-place, but we still have the salon open. Once the salon closes, it's no longer included in the comp.

Yeah. And our franchisees hung in there for a fair amount of time. And so when we were moving through March, you're right, Kersten, you are exactly right. That the transactions and the traffic was curtailing dramatically, even though they kept some of those salons open. So, they're open for just a few hours, it would still go in the comp and that hurt us as well.

Okay. Kersten, that's an interesting kind of technicality. So when the salon closes, it falls out of the comp base. So, when you report your June quarter comps, will the months of April and May reflect zero salons? Eric you mentioned a few were opening in the latter part of April. So, if you just help us scope from a technicality perspective, will you report a fully loaded comp in the June quarter or an adjusted comp, how should we be modeling the June quarter?

Yeah. I think that's a tricky one. In terms of the comp, it's been -- it's hard for us to focus the model on a comp basis, because we've had salons closed for a majority of the quarter. So, I think we can take that offline in terms of modeling how we want to do that -- how you want to do that, going forward with the uniqueness of what happened in April and May and those salons included in the comp.

Okay. That's helpful. And then two really quick ones. Just on the share dislocation, clearly, the independent chains and the independent salons are feeling a significant amount of pressure. So, if you can just help us, maybe Hugh think through share opportunities for your franchise network in terms of those local salon visits? And then Eric for you, just remind us, are you seeing any price increases across the menu or any surcharges being added to the tickets to cover some of the incremental COVID-related expenses?

So, as the -- it's Hugh -- as to the first part of your question, I think you've heard me say that the COVID pandemic is a tragic thing for the country and was very difficult for our company, but I've been consistent in saying now for several years that a recession would be very good for Regis. I said that coming in the door in 2017 that the recession, particularly jobs related recession would enable us to recruit more stylists, which are production employee and would bring significant pressure to bear on independent salon operators. I'm sorry that the recession came as a consequence of COVID, but frankly from a competitive standpoint, and I'm delighted it’s here because I think it will bring significant pressure to bear on small mom and pop shops. And I believe that many customers who had moved up market to higher priced services will come back into the value chain, because there are so many families that are under economic pressure and rather than go to a high end barbershop and pay 50 bucks for a haircut, they're going to come back to Supercuts and get a better haircut for a much lower price. So, COVID-19 pandemic, terrible; recession, good news and I feel good about it. Pressure on the competition, and I believe it will drive customers back into our salons, to value salons. And I think it's going to make hiring stylists a lot easier than it's been over the last few years. As to pricing, broadly speaking, I don't think any consumer facing business today is in a position where they can't adjust pricing. I think it costs more to run businesses safely in the COVID environment. And I think all businesses that are consumer facing are in a circumstance where they've got to adjust pricing for the new normal, we're certainly doing that in our business in both company-owned salons and our -- and I'm -- although, we don't control the pricing in our franchise segment and don't want to -- my understanding is a lot of our franchisees have done the same. So, whether you're in the restaurant business or you run a bar or you run a hotel or you run hair salons, it costs more to do some of the things we're doing today. And my own point of view is it's wise to adjust pricing for the new normal. We've done that in our company owned salons through surcharges, and our franchisees are adjusting and using several different mechanisms, as we all continue to learn more around what it costs to operate and what the volumes are going to be. But I think price increases are at least from my point of view, I think they're inevitable.

All right.

Go ahead. Go ahead, Steph. Sorry.

Please go ahead, Eric.

I got disconnected. So, I missed most of it. So, I'll be very brief, because I don't want to be redundant. But yeah, on the franchise side, virtually all franchisees are taking price. And we will likely take more as we go forward. Obviously, I'm sure Hugh mentioned our costs have gone up, service times have increased. And so you'll see us -- you'll see franchisees taking more price as we go forward.

Okay. And last …

I think, you're going to see the same thing too, Steph, in restaurants and everybody is going to have to do it. So, sorry to interrupt. Go ahead.

No. I just wanted to just tidy up housekeeping number that you typically give us …

Sure.

… which is the percentage of your remaining opco salons that are under LOI. I know you've paused your venditioning cycle. But any update on the progress around some of those conversations?

We've had a number of questions about that along the way past. We had a substantial majority of our company-owned salons. We're in various stages of negotiation at the time we entered hibernation and by a substantial number, I mean, the great majority, and the majority of those were actually under a written agreement. So, we're working back through that list to make certain that we can close on those deals and move them into the franchise sector. And I think Eric and I -- we've had such a terrific track record in this area. It's interesting stuff. Kurt Landwehr, who runs a lot of our corporate development side and goes out and recruits news franchisees, said something interesting to me a few weeks ago. He said that during the period after 2008 and 2009 in the last -- in the Great Recession, the period after the Great Recession was one of the best times to be in franchise recruiting, because so many corporate people who had lost their jobs as a result of the of the Great Recession decided they wanted to own their own businesses and control their destiny. So, Eric may have a different point of view. I'll let him speak to this too, but I think, I still -- I'm really -- I feel confident that we're going to get this done and that we'll move through the portfolio and that the timing will be on about what we originally thought. When we felt we get it done this calendar we may slip a little bit, but I don't think it's going to be much. And Eric, you can address that too, if you'd like.

Sure. No. That's spot on. We're feeling good about -- we stayed very close with the folks that we had agreements with to buy stores all through the closures, et cetera. And we continue to stay close with them, and we're making good progress. It does take a little more time now to get them transferred. One of the things that lenders are requiring in many instances is that we open the salons first prior to transfer. So, we're going through that right now. But we're optimistic that not only will we get through the ones that we have agreements on, but in a smaller number where we don't have agreements we're making progress in those negotiations as well. It's not as simple as it was back in February, but we're confident, as Hugh said that, we'll get these through and we're still recruiting owners as Hugh mentioned, and we're pleased with the way that's going as well.

Steph, a good way to say this is, I don't lose any sleep over the re-franchising. I'm not losing any sleep on that. I'm not losing any sleep on G&A reductions. We've known for two years that we needed to address that and we will. And if you ask me what keeps me awake at night, it's just the lack of visibility. We're going to have to wait and see what this -- get a little more experience in the COVID environment and see how the salons look and the volumes look, and like any other business that has variable expenses and costs, we'll adjust accordingly. The new normal isn't a catastrophic circumstance. It just means you adjust your business for the reality of the business you have. And it's not the first -- this company has been in business for almost 100 years. If we can survive the great depression and World War II, the many other recessions that this company has gone through, we'll get through this too. We just got to wait and see what the number -- get a little more visibility in the numbers and we'll adjust just like we have so many other times.

All right. Great. Thank you guys for the information.

You bet.

Thank you.

This concludes the Q&A portion of the call. I will now turn the conference back to you Hugh.

Well, thanks, everyone. And we appreciate your ongoing support and interest, and we wish you God speed and stay safe. And please leave your homes and go get your haircut at a Regis salon near you. Thank you everybody. Bye-bye.

Ladies and gentlemen, this concludes our conference call for today. If you wish to access the replay for this presentation, you may do so by visiting regiscorp.com in the Investor Relations section of the website or by dialing in 1-888-203-1112, access code 1 -- sorry -- 5153028. Thank you all for participating and have a nice day. All parties may now disconnect.