EX-99 2 a9302019pressrelease3.htm EXHIBIT 99 Exhibit
 
Exhibit No. 99
headerer33119a03.jpg
 

REGIS REPORTS FIRST QUARTER 2020 OPERATING RESULTS AND CONTINUES TO MAKE SIGNIFICANT PROGRESS IN ITS TRANSITON TO A CAPITAL LIGHT, HIGH GROWTH AND TECHNOLOGY ENABLED FULLY FRANCHISED MODEL

During The First Quarter, The Company Successfully Sold and Converted 545 Company Owned Salons to Franchise Operations Generating $38 Million In Cash Proceeds

Approximately 900 Company Owned Salons, or Approximately 42% Of The Remaining Company Owned Salon Portfolio Are Now In Various Stages Of Negotiations To Be Purchased By New Or Existing Franchisees


 
 
Three Months Ended September 30,
(Dollars in thousands)
 
2019
 
2018
Consolidated Revenue
 
$
247,038

 
$
287,835

System-wide revenue (1)
 
$
449,389

 
$
465,212

 
 
 
 
 
System-wide Same-Store Sales Comps
 
(1.1
)%
 
0.8
%
Franchise Same-Store Sales Comps
 
(0.1
)%
 
1.2
%
Company-owned Same-Store Sales Comps
 
(2.0
)%
 
0.5
%
 
 
 
 
 
Loss From Continuing Operations
 
$
(14,178
)
 
$
(463
)
Diluted Loss per Share From Continuing Operations
 
$
(0.39
)
 
$
(0.01
)
EBITDA (2)
 
$
(5,842
)
 
$
9,767

   as a percent of revenue
 
(2.4
)%
 
3.4
%
 
 
 
 
 
As Adjusted (2)
 
 
 
 
Net Loss, as Adjusted
 
$
13,903

 
$
11,317

Diluted Earnings per Share, as Adjusted
 
$
0.37

 
$
0.25

EBITDA, as Adjusted (2)
 
$
29,788

 
$
25,134

   as a percent of revenue
 
12.1
 %
 
8.7
%
____________________________________
(1)     Represents total sales within the system, excluding TBG.
(2)    See GAAP to non-GAAP reconciliations, within the attached section titled "Non-GAAP Reconciliations."


footer1q3fy22.jpg


MINNEAPOLIS, October 29, 2019 -- Regis Corporation (NYSE: RGS), a leader in the haircare industry, whose primary business is franchising, owning and operating technology enabled hair salons, today reported a first quarter 2020 loss from continuing operations of $14.2 million, or $0.39 per diluted share as compared to a loss from continuing operations of $0.5 million, or $0.01 per diluted share in the first quarter of 2019. The Company’s reported results include $32.1 million of non-cash goodwill derecognition associated with the sale of 545 salons to franchisees, and $3.9 million of other discrete costs. 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 earnings per diluted share as compared to adjusted net income of $11.3 million, or $0.25 earnings per diluted share for the same period last year. The year-over-year increase in adjusted net income was driven primarily by gains from the sale of salons to franchisees.
Total revenue in the quarter of $247.0 million decreased $40.8 million, or 14.2%, year-over-year driven primarily by the conversion of a net 1,143 company-owned salons to the Company's asset-light franchise portfolio over the past 12 months. These reductions were partially offset by revenue growth of $34.5 million in the Company's Franchise segment. The Company noted that in connection with the new leasing guidance, it now records franchise rental income and the corresponding rental expense on separate line items. The net impact is to gross up both revenue and expense with no impact to overall earnings. The impact during the first quarter was an increase in revenue and expense by $31.4 million with no impact on operating income.
First quarter adjusted EBITDA of $29.8 million increased $4.7 million, versus the same period last year. Excluding the $26.2 million and $7.1 million gain from the sale of company-owned salons during the current and prior year quarter, respectively, adjusted EBITDA of $3.6 million was $14.4 million unfavorable versus the same period last year driven primarily by the elimination of EBITDA that had been generated in the prior year period from the net 1,143 company-owned salons that were sold and converted to the Company’s asset-light franchise portfolio over the past 12 months.
Hugh Sawyer, President and Chief Executive Officer, commented, "We are pleased to report meaningful progress in our strategic transformation to a capital light, high growth, technology enabled franchise company." Mr. Sawyer added, "We expect to utilize the cash proceeds we are generating from the sale of company-owned salons in various ways to maximize shareholder value. "Mr. Sawyer concluded, "Although we have more work to do before our transition is complete, we remain convinced that a fully franchised business that generates a higher return on its capital will prove to be in the best long-term interests of our shareholders."





First Quarter Segment Results
Franchise
 
 
Three Months Ended September 30,
 
Increase (Decrease)
(Dollars in millions)
 
2019
 
2018
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
Product
 
$
11.8

 
$
10.1

 
16.8
 %
Product sold to TBG mall locations
 
1.3

 
5.5

 
(76.4
)%
Total product
 
$
13.1

 
$
15.6

 
(16.0
)%
Royalties and fees (1)
 
28.0

 
22.4

 
25.0
 %
Franchise rental income
 
31.4

 

 
100.0
 %
Total franchised salons revenue (2)
 
$
72.5

 
$
38.0

 
90.8
 %
 
 
 
 
 
 
 
Franchise Same-Store Sales Comps (3)
 
(0.1
)%
 
1.2
%
 
(130 bps)

 
 
 
 
 
 
 
EBITDA, as Adjusted
 
11.9

 
9.9

 
20.2
 %
   as a percent of revenue
 
16.4
 %
 
26.0
%
 
(960) bps

as a percent of adjusted revenue (4)
 
40.4
 %
 
40.2
%
 
20 bps

 
 
 
 
 
 
 
Total Franchise Salons
 
4,456

 
4,205

 
6.0
 %
as a percent of total Company-owned and Franchise salons
 
63.6
 %
 
52.4
%
 
 
____________________________________
(1)
Total includes $0.5 million of royalties related to TBG during the three months ended September 30, 2018.
(2)
Total is a recalculation; line items calculated individually may not sum to total due to rounding.
(3)
Same-store sales include current franchise salons that have been a franchise location for more than one year, therefore TBG is not included in same-store sales.
(4)
Adjusted for non-contributory revenue associated with Ad Fund, franchise rental income and TBG product sales. See Non-GAAP reconciliation.
First quarter Franchise revenue was $72.5 million, a $34.5 million, or 90.8% increase compared to the prior year quarter and included franchise rental income of $31.4 million due to the adoption of the new lease accounting requirements. Royalties and fees of $28.0 million, were a $5.6 million, or 25.0% increase versus the same period last year driven by increased franchise salon counts. Product sales to franchisees of $13.1 million decreased $2.5 million versus the same period last year driven primarily by lower sales to TBG and lower same-store retail sales, partially offset by increased franchise salon counts.
Franchise adjusted EBITDA of $11.9 million improved $2.0 million, or 20.2% year-over-year primarily driven by the increase in salon counts, partially offset by planned strategic G&A investments to enhance the Company's franchisor capabilities and 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.





Company-Owned Salons
 
 
Three Months Ended September 30,
 
(Decrease)
 
(Dollars in millions) (1)
 
2019
 
2018
 
 
 
 
 
 
 
 
 
 
Total Revenue
 
$
174.5

 
$
249.8

 
(30.2
)%
 
Company-owned Same-Store Sales Comps
 
(2.0
)%
 
0.5
 %
 
(250) bps

 
 Year-over-Year Ticket change
 
3.0
 %
 
4.2
 %
 
 
 
 Year-over-Year Transaction change
 
(5.0
)%
 
(3.7
)%
 
 
 
 
 
 
 
 
 
 
 
EBITDA
 
11.5

 
27.6

 
(58.4
)%
 
   as a percent of revenue
 
6.6
 %
 
11.0
 %
 
(440) bps

 
 
 
 
 
 
 
 
 
Total Company-owned Salons
 
2,551

 
3,822

 
(33.3
)%
 
as a percent of total Company-owned and Franchise salons
 
36.4
 %
 
47.6
 %
 


 
____________________________________
(1)
Variances calculated on amounts shown in millions may result in rounding differences.

First quarter revenue for the Company-Owned salon segment decreased $75.3 million, or 30.2%, versus the prior year to $174.5 million. The year-over-year decline in revenue was driven by the decrease of a net 1,143 salons sold and converted to the Company's asset-light franchise portfolio over the past 12 months, the closure of 147 unprofitable salons over the past 12 months and by a 2.0% decline in Company-owned same-store sales.
First quarter EBITDA of $11.5 million decreased $16.1 million, or 58.4% versus the same period last year driven primarily by the elimination of EBITDA that had been generated in the prior year period from the net 1,143 company-owned salons that were sold and converted to the Company's asset-light franchise portfolio over the past 12 months and strategic investments in marketing and advertising, including the launch of a new Supercuts advertising campaign, partially offset by management cost-saving initiatives.








Other Key Events

The Company repurchased 1.5 million common shares, or approximately 4% of its total common stock, at an average price of $17.50 per share for a total of $26.3 million.
The Company continued its efforts to eliminate non-essential, non-strategic G&A expense during the quarter reducing G&A costs by approximately $7 million versus prior year quarter or $28 million on an annualized run-rate basis.
During the first quarter, the Company reinvigorated its Supercuts® creative approach to marketing by launching a new and innovative Supercuts multi-channel brand campaign and World Series promotion.
The Company continues to make forward leaning technology investments through its OpensalonTM platform which now allows customers to seamlessly check-in for salon services over their Amazon Alexa device, Google and Facebook Messenger. The Company believes its Opensalon platform complements its branded mobile apps.
In an effort to continue to drive increased stylist engagement and retention, the Company launched its industry leading digital stylist training "Education PlaygroundTM" on a web-based platform.
During the quarter, the Company continued to invest in the refresh, expansion and relaunch of its owned merchandise brands.
The Company has executed a purchase agreement for the Company's headquarters and anticipates it will close on the transaction during the second fiscal quarter.
The Company continues to make meaningful progress on its previously disclosed effort to convert to a fully franchised model. During the quarter, it sold and transferred 545 company-owned salons to its asset-light franchise portfolio. In addition, the Company has a pipeline of approximately 900 salons to be transitioned in various stages of negotiation. The pipeline represents approximately 42% of the company-owned portfolio when taking into account expected closures of approximately 375 salon locations. The impact of the transactions closed in the quarter is as follows:
 
 
Three Months Ended  September 30,
 
Increase
(Dollars in thousands)
 
2019
 
2018
 
 
 
 
 
 
 
 
Salons sold to franchisees
 
545

 
124

 
421

Cash proceeds received in quarter
 
$
37,945

 
$
12,422

 
$
25,523

 
 
 
 
 
 
 
Gain on sale of venditions, excluding goodwill derecognition
 
$
26,223

 
$
7,132

 
$
19,091

Non-cash goodwill derecognition
 
(32,083
)
 
(11,092
)
 
20,991

Loss on sale of salon assets to franchisees, net
 
$
(5,860
)
 
$
(3,960
)
 
$
(1,900
)






Adoption of New Accounting Standard
On July 1, 2019, the Company adopted amended lease guidance. The guidance was adopted on a prospective basis and results in an increase in franchise revenue and franchise rent expense. There is no impact on operating income.
Non-GAAP reconciliations:
For GAAP to non-GAAP reconciliations, please refer to attached section titled "Non-GAAP Reconciliations." A complete reconciliation of reported earnings to adjusted earnings is included in this press release and is available on the Company’s website at www.regiscorp.com.
Earnings Webcast
Regis Corporation will host a conference call via webcast discussing first quarter results today, October 29, 2019, at 9 a.m., Central time. Interested parties are invited to participate in the live webcast by logging on to www.regiscorp.com or participate via telephone by dialing (800) 353-6461 and entering access code 3231103. A replay of the presentation will be available later that day. The replay phone number is (888) 203-1112, access code 3231103.
About Regis Corporation
Regis Corporation (NYSE:RGS) is a leader in beauty salons and cosmetology education. As of September 30, 2019, the Company franchised, owned or held ownership interests in 7,092 worldwide locations. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters® and First Choice Haircutters®. Regis maintains an ownership interest in Empire Education Group in the U.S. For additional information about the Company, including a reconciliation of certain non-GAAP financial information and certain supplemental financial information, please visit the Investor Information section of the corporate website at www.regiscorp.com.

CONTACT: REGIS CORPORATION:
Andrew Lacko
investorrelations@regiscorp.com






This press release contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." In addition, the following factors could affect the Company's actual results and cause such results to differ materially from those expressed in forward-looking statements. These factors include the continued ability of the Company to implement its strategy, priorities and initiatives; our and our franchisee's ability to attract, train and retain talented stylists; financial performance of our franchisees; acceleration of sale of salons to franchisees; if our capital investments in improving technology do not achieve appropriate returns; our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, employees, vendors or Company information; The Beautiful Group's inability to operate its salons successfully, as well as maintain adequate working capital; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic; changes in regulatory and statutory laws including increases in minimum wages; our ability to maintain and enhance the value of our brands; premature termination of agreements with our franchisees; reliance on information technology systems; reliance on external vendors; consumer shopping trends and changes in manufacturer distribution channels; competition within the personal hair care industry; changes in tax exposure; changes in healthcare; changes in interest rates and foreign currency exchange rates; failure to standardize operating processes across brands; financial performance of Empire Education Group; the continued ability of the Company to implement cost reduction initiatives; compliance with debt covenants; changes in economic conditions; changes in consumer tastes and fashion trends; exposure to uninsured or unidentified risks; reliance on our management team and other key personnel or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth under Item 1A on Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. However, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the SEC on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule 14A.






REGIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
(Dollars in thousands, except share data)
 
 
 
September 30,
2019
 
June 30,
2019
ASSETS
 
 

 
 

Current assets:
 
 

 
 

Cash and cash equivalents
 
$
58,902

 
$
70,141

Receivables, net
 
28,724

 
30,143

Inventories
 
74,634

 
77,322

Other current assets
 
32,194

 
33,216

Total current assets
 
194,454

 
210,822

 
 
 
 
 
Property and equipment, net
 
71,442

 
78,090

Goodwill
 
313,251

 
345,718

Other intangibles, net
 
8,416

 
8,761

Right of use asset
 
930,784

 

Other assets
 
33,094

 
34,170

Non-current assets held for sale
 
5,276

 
5,276

Total assets
 
$
1,556,717

 
$
682,837

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 

 
 

Current liabilities:
 
 

 
 

Accounts payable
 
$
53,219

 
$
47,532

Accrued expenses
 
62,241

 
80,751

Short-term lease liability
 
161,407

 

Total current liabilities
 
276,867

 
128,283

 
 
 
 
 
Long-term debt, net
 
90,000

 
90,000

Long-term lease liability
 
781,134

 

Long-term financing liabilities
 
28,719

 
28,910

Other noncurrent liabilities
 
96,258

 
111,399

Total liabilities
 
1,272,978

 
358,592

Commitments and contingencies
 
 
 
 
Shareholders’ equity:
 
 

 
 

Common stock, $0.05 par value; issued and outstanding 35,548,036 and 36,869,249 common shares at September 30, 2019 and June 30, 2019, respectively
 
1,777

 
1,843

Additional paid-in capital
 
20,880

 
47,152

Accumulated other comprehensive income
 
8,939

 
9,342

Retained earnings
 
252,143

 
265,908

 
 
 
 
 
Total shareholders’ equity
 
283,739

 
324,245

 
 
 
 
 
Total liabilities and shareholders’ equity
 
$
1,556,717

 
$
682,837




– more –












REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
For The Three Months Ended September 30, 2019 and 2018
(Dollars and shares in thousands, except per share data amounts)
 
 
Three Months Ended September 30,
 
 
2019
 
2018
Revenues:
 
 
 
 
Service
 
$
141,941

 
$
207,848

Product
 
45,656

 
57,591

Royalties and fees
 
28,017

 
22,396

Franchise rental income
 
31,424

 

 
 
247,038

 
287,835

Operating expenses:
 
 
 
 
Cost of service
 
90,482

 
121,497

Cost of product
 
26,327

 
32,181

Site operating expenses
 
32,942

 
36,821

General and administrative
 
40,625

 
47,727

Rent
 
24,264

 
35,978

Franchise rent expense
 
31,424

 

Depreciation and amortization
 
9,380

 
10,202

TBG mall location restructuring
 
1,500

 

Total operating expenses
 
256,944

 
284,406

 
 
 
 
 
Operating (loss) income
 
(9,906
)
 
3,429

 
 
 
 
 
Other (expense) income:
 
 
 
 
Interest expense
 
(1,439
)
 
(1,006
)
Loss from sale of salon assets to franchisees, net
 
(5,860
)
 
(3,960
)
Interest income and other, net
 
171

 
360

 
 
 
 
 
Loss from continuing operations before income taxes
 
(17,034
)
 
(1,177
)
 
 
 
 
 
Income tax benefit
 
2,856

 
714

 
 
 
 
 
Loss from continuing operations
 
(14,178
)
 
(463
)
 
 
 
 
 
Income (loss) from discontinued operations, net of income taxes
 
373

 
(264
)
 
 
 
 
 
Net loss
 
$
(13,805
)
 
$
(727
)
 
 
 
 
 
Net loss per share:
 
 
 
 
Basic and Diluted:
 
 
 
 
Loss from continuing operations
 
$
(0.39
)
 
$
(0.01
)
Income (loss) from discontinued operations
 
0.01

 
(0.01
)
Net loss per share (1)
 
$
(0.38
)
 
$
(0.02
)
 
 
 
 
 
Weighted average common and common equivalent shares outstanding:
 
 
 
 
Basic and Diluted
 
36,249

 
44,730

_______________________________________________________________________________
(1)
Total is a recalculation; line items calculated individually may not sum to total due to rounding.
– more –









REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited)
For The Three Months Ended September 30, 2019 and 2018
(Dollars in thousands)
 
 
Three Months Ended September 30,
 
 
2019
 
2018
Cash flows from operating activities:
 
 

 
 

Net loss
 
$
(13,805
)
 
$
(727
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 

Non-cash adjustments related to discontinued operations
 
(470
)
 
(427
)
Depreciation and amortization
 
7,863

 
8,371

Deferred income taxes
 
(3,821
)
 
(875
)
Loss on sale of salon assets to franchisees, net
 
5,860

 
3,960

Salon asset impairments
 
1,517

 
1,831

Stock-based compensation
 
1,807

 
2,335

Amortization of debt discount and financing costs
 
69

 
69

Other items affecting earnings
 
(23
)
 
352

Changes in operating assets and liabilities, excluding the effects of asset sales
 
(12,477
)
 
(32,053
)
Net cash used in operating activities
 
(13,480
)
 
(17,164
)
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 

Capital expenditures
 
(4,899
)
 
(11,258
)
Proceeds from sale of salon assets to franchisees
 
37,945

 
12,422

Costs associated with sale of salon assets to franchisees
 
(1,019
)
 

Proceeds from company-owned life insurance policies
 

 
24,617

Net cash provided by investing activities
 
32,027

 
25,781

 
 
 
 
 
Cash flows from financing activities:
 
 
 
 

Repurchase of common stock
 
(28,247
)
 
(19,337
)
Taxes paid for shares withheld
 
(1,808
)
 
(1,918
)
Sale and leaseback payments
 
(248
)
 

Net cash used in financing activities
 
(30,303
)
 
(21,255
)
 
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
 
3

 
388

 
 
 
 
 
Decrease in cash, cash equivalents and restricted cash
 
(11,753
)
 
(12,250
)
 
 
 
 
 
Cash, cash equivalents and restricted cash:
 
 
 
 

Beginning of period
 
92,379

 
148,774

End of period
 
$
80,626

 
$
136,524



– more –






REGIS CORPORATION
Same-Store Sales

SYSTEM-WIDE SAME-STORE SALES (1):
 
 
For the Three Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
Service
 
Retail
 
Total
 
Service
 
Retail
 
Total
SmartStyle
 
 %
 
(7.7
)%
 
(2.2
)%
 
1.5
%
 
(0.2
)%
 
1.0
%
Supercuts
 
0.8

 
(7.7
)
 
0.2

 
1.3

 
(5.3
)
 
0.8

Signature Style
 
(1.2
)
 
(5.5
)
 
(1.7
)
 
1.1

 
(3.0
)
 
0.6

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
(0.1
)%
 
(7.1
)%
 
(1.1
)%
 
1.2
%
 
(2.1
)%
 
0.8
%
____________________________________

(1) System-wide same-store sales are calculated as the total change in sales for system-wide company-owned and franchise locations for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. Franchise salons that do not report daily sales are excluded from same-store sales. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. System-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.


– more –







FRANCHISE SAME-STORE SALES (1):
 
 
For the Three Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
Service
 
Retail
 
Total
 
Service
 
Retail
 
Total
SmartStyle
 
(3.6
)%
 
(18.5
)%
 
(7.5
)%
 
2.7
%
 
(13.3
)%
 
(2.1
)%
Supercuts
 
1.6

 
(7.0
)
 
1.1

 
1.6

 
(4.9
)
 
1.2

Signature Style
 
0.4

 
(7.9
)
 
(0.7
)
 
2.6

 
(5.4
)
 
1.4

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
0.9
 %
 
(10.2
)%
 
(0.1
)%
 
1.9
%
 
(5.7
)%
 
1.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
____________________________________

(1) Franchise same-store sales are calculated as the total change in sales for salons that have been a franchise location for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly franchise same-store sales are the sum of the franchise same-store sales computed on a daily basis. Franchise salons that do not report daily sales are excluded from same-store sales. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Franchise same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

COMPANY-OWNED SAME-STORE SALES (2):
 
 
For the Three Months Ended
 
 
September 30, 2019
 
September 30, 2018
 
 
Service
 
Retail
 
Total
 
Service
 
Retail
 
Total
SmartStyle
 
0.7
 %
 
(5.9
)%
 
(1.2
)%
 
1.4
%
 
0.3
 %
 
1.1
%
Supercuts
 
(3.4
)
 
(10.0
)
 
(3.9
)
 
0.7

 
(5.8
)
 
0.2

Signature Style
 
(2.3
)
 
(3.3
)
 
(2.4
)
 
0.4

 
(1.2
)
 
0.2

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
(1.2
)%
 
(5.6
)%
 
(2.0
)%
 
0.8
%
 
(0.9
)%
 
0.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
____________________________________

(2) Company-owned same-store sales are calculated as the total change in sales for company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. Quarterly company-owned same-store sales are the sum of the company-owned same-store sales computed on a daily basis. Locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. Company-owned same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.


– more –





REGIS CORPORATION
System-Wide Location Counts
 
 
September 30, 2019
 
June 30,
 2019
FRANCHISE SALONS:
 
 
 
 
 
 
 
 
 
SmartStyle/Cost Cutters in Walmart Stores
 
825

 
615

Supercuts
 
2,456

 
2,340

Signature Style
 
948

 
766

Total North American Salons
 
4,229

 
3,721

as a percent of total Company-owned and Franchise salons
 
60.4
%
 
56.0
%
 
 
 
 
 
Total International Salons (1)
 
227

 
230

as a percent of total Company-owned and Franchise salons
 
3.2
%
 
3.3
%
 
 
 
 
 
Total Franchise Salons
 
4,456

 
3,951

as a percent of total Company-owned and Franchise salons
 
63.6
%
 
56.0
%
 
 
 
 
 
COMPANY-OWNED SALONS:
 
 
 
 
 
 
 
 
 
SmartStyle/Cost Cutters in Walmart Stores
 
1,333

 
1,550

Supercuts
 
312

 
403

Signature Style
 
906

 
1,155

Total Company-Owned Salons
 
2,551

 
3,108

as a percent of total Company-owned and Franchise salons
 
36.4
%
 
44.0
%
 
 
 
 
 
OWNERSHIP INTEREST LOCATIONS:
 
 
 
 
 
 
 
 
 
Equity ownership interest locations
 
85

 
86

 
 
 
 
 
Grand Total, System-Wide
 
7,092

 
7,145

____________________________________
(1)
Canadian and Puerto Rican salons are included in the North American salon totals.


– more –








Non-GAAP Reconciliations

We believe our presentation of non-GAAP operating income, net income, net income per diluted share, and other non-GAAP financial measures provides meaningful insight into our ongoing operating performance and an alternative perspective of our results of operations. Presentation of the non-GAAP measures allows investors to review our core ongoing operating performance from the same perspective as management and the Board of Directors. These non-GAAP financial measures provide investors an enhanced understanding of our operations, facilitate investors’ analyses and comparisons of our current and past results of operations and provide insight into the prospects of our future performance. We also believe the non-GAAP measures are useful to investors because they provide supplemental information research analysts frequently use to analyze financial performance.

The method we use to produce non-GAAP results is not in accordance with U.S. GAAP and may differ from methods used by other companies. These non-GAAP results should not be regarded as a substitute for corresponding U.S. GAAP measures, but instead should be utilized as a supplemental measure of operating performance in evaluating our business. Non-GAAP measures do have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. As such, these non-GAAP measures should be viewed in conjunction with both our financial statements prepared in accordance with U.S. GAAP and the reconciliation of the selected U.S. GAAP to non-GAAP financial measures, which are located in the Investor Information section of the corporate website at www.regiscorp.com.


Non-GAAP reconciling items for the three months ended September 30, 2019 and 2018:
 
The following information is provided to give qualitative and quantitative information related to items impacting comparability. Items impacting comparability are not defined terms within U.S. GAAP. Therefore, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies. We determine which items to consider as “items impacting comparability” based on how management views our business, makes financial, operating and planning decisions and evaluates the Company’s ongoing performance. The following items have been excluded from our non-GAAP results:


Professional fees.
Severance expense.
Goodwill derecognition.
TBG restructuring.
TBG discontinued operations.


The non-GAAP tax provision adjustments related to the amounts excluded from our non-GAAP results are due to the change in non-GAAP taxable income as compared to U.S. GAAP taxable income or loss, resulting from the non-GAAP reconciling items addressed herein. The non-GAAP tax provision adjustments are made to reflect the year-to-date non-GAAP tax rate for each period. The non-GAAP weighted average shares adjustments are due to the change in non-GAAP net income as compared to the U.S. GAAP net income or loss, resulting from the non-GAAP reconciling items addressed herein. Non-GAAP net income per share reflects the weighted average shares associated with non-GAAP net income, which may include the dilutive effect of common stock.


– more –
 






REGIS CORPORATION
Reconciliation of selected U.S. GAAP to non-GAAP financial measures
(Dollars in thousands, except per share data)
(unaudited)
Reconciliation of U.S. GAAP operating (loss) income and net loss to equivalent non-GAAP measures
 
 
 
 
Three Months Ended September 30,
 
 
 
 
U.S. GAAP financial line item
 
2019
 
2018
 
 
U.S. GAAP revenue
 
 
 
$
247,038

 
$
287,835

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. GAAP operating (loss) income
 
 
 
$
(9,906
)
 
$
3,429

 
 
 
 
 
 
 
 
 
 
 
Non-GAAP operating expense adjustments (1)
 
 
 
 
 
 
 
 
Professional fees
 
General and administrative
 

 
1,291

 
 
Severance
 
General and administrative
 
2,420

 
2,720

 
 
TBG restructuring
 
TBG restructuring
 
1,500

 

 
 
Total non-GAAP operating expense adjustments
 
 
 
3,920

 
4,011

 
 
 
 
 
 
 
 
 
 
 
Non-GAAP operating income (1)
 
 
 
$
(5,986
)
 
$
7,440

 
 
 
 
 
 
 
 
 
 
 
U.S. GAAP net loss
 
 
 
$
(13,805
)
 
$
(727
)
 
 
 
 
 
 
 
 
 
 
 
Non-GAAP net income (loss) adjustments:
 
 
 
 
 
 
 
 
Non-GAAP operating expense adjustments
 
 
 
3,920

 
4,011

 
 
Goodwill derecognition
 
Interest income and other, net
 
32,083

 
11,092

 
 
Income tax impact on Non-GAAP adjustments (2)
 
Income taxes
 
(7,922
)
 
(3,323
)
 
 
TBG discontinued operations, net of income tax
 
Loss from discontinued operations, net of tax
 
(373
)
 
264

 
 
Total non-GAAP net income (loss) adjustments
 
 
 
27,708

 
12,044

 
 
Non-GAAP net income
 
 
 
$
13,903

 
$
11,317

 
 
____________________________________
Notes:
(1)
Adjusted operating margins for the three months ended September 30, 2019, and 2018, were 2.4% and 2.6%, respectively, and are calculated as non-GAAP operating income divided by U.S. GAAP revenue for each respective period.

(2)
Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 22% for the three months ended September 30, 2019, and 2018, for all non-GAAP operating expense adjustments.


– more –






REGIS CORPORATION
Reconciliation of selected U.S. GAAP to non-GAAP financial measures
(Dollars in thousands, except per share data)
(Unaudited)
Reconciliation of U.S. GAAP net loss per diluted share to non-GAAP net (loss) income per diluted share
 
Three Months Ended September 30,
 
2019
 
2018
US GAAP net loss diluted per share
 
$
(0.381
)
 
$
(0.016
)
Severance (1)
 
0.051

 
0.046

Professional fees (1)
 

 
0.022

TBG restructuring
 
0.031

 

Goodwill derecognition (1)
 
0.674

 
0.190

TBG discontinued operations, net of tax
 
(0.010
)
 
0.006

Impact of change in weighted average shares (3)
 
0.009

 

Non-GAAP net (loss) income per diluted share (2)
 
$
0.374

 
$
0.248

 
 
 
 
 
U.S. GAAP Weighted average shares - basic
 
36,249

 
44,730

U.S. GAAP Weighted average shares - diluted
 
36,249

 
44,730

Non-GAAP Weighted average shares - diluted (3) 
 
37,151

 
45,661

____________________________________
Notes:
(1)
Based on projected statutory effective tax rate analyses, the non-GAAP tax provision was calculated to be approximately 22% for the three months ended September 30, 2019, and 2018, for all non-GAAP operating expense adjustments.

(2)
Total is a recalculation; line items calculated individually may not sum to total due to rounding.

(3)
Non-GAAP net income per share reflects the weighted average shares associated with non-GAAP net income, which includes the dilutive effect of common stock equivalents. The earnings per share impact of the adjustments for the three months ended September 30, 2019 included additional shares for common stock equivalents of $0.9 million. The impact of the adjustments described above result in the effect of the common stock equivalents to be dilutive to the non-GAAP net income per share.





– more –







REGIS CORPORATION
Reconciliation of reported U.S. GAAP net income (loss) to adjusted EBITDA, a non-GAAP financial measure
(Dollars in thousands)
(unaudited)

Adjusted EBITDA
EBITDA represents U.S. GAAP net income (loss) for the respective period excluding interest expense, income taxes and depreciation and amortization expense. The Company defines adjusted EBITDA, as EBITDA excluding identified items impacting comparability for each respective period. For the three months ended September 30, 2019 and 2018, the items impacting comparability consisted of the items identified in the non-GAAP reconciling items for the respective periods. The impacts of the income tax provision adjustments associated with the above items are already included in the U.S. GAAP reported net income (loss) to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to adjusted EBITDA.
 
 
Three Months Ended September 30, 2019
 
 
Franchise (1)
 
Company-owned (2)
 
Corporate
 
Consolidated (3)
Consolidated net income (loss) as reported US GAAP
 
$
10,209

 
$
5,401

 
$
(29,415
)
 
$
(13,805
)
Interest expense, as reported
 

 

 
1,439

 
1,439

Income taxes, as reported
 

 

 
(2,856
)
 
(2,856
)
Depreciation and amortization, as reported
 
160

 
6,107

 
3,113

 
9,380

EBITDA (as defined above)
 
$
10,369

 
$
11,508

 
$
(27,719
)
 
$
(5,842
)
 
 
 
 
 
 
 
 
 
Severance
 

 

 
2,420

 
2,420

TBG restructuring
 
1,500

 

 

 
1,500

Goodwill derecognition
 

 

 
32,083

 
32,083

TBG discontinued operations (excluding tax)
 

 

 
(373
)
 
(373
)
Adjusted EBITDA, non-GAAP financial measure
 
$
11,869

 
$
11,508

 
$
6,411

 
$
29,788

 
 
Three Months Ended September 30, 2018
 
 
Franchise (1)
 
Company-owned (2)
 
Corporate
 
Consolidated (3)
Consolidated net income (loss) as reported US GAAP
 
$
9,720

 
$
19,576

 
$
(30,023
)
 
$
(727
)
Interest expense, as reported
 

 

 
1,006

 
1,006

Income taxes, as reported
 

 

 
(714
)
 
(714
)
Depreciation and amortization, as reported
 
158

 
8,057

 
1,987

 
10,202

EBITDA (as defined above)
 
$
9,878

 
$
27,633

 
$
(27,744
)
 
$
9,767

 
 
 
 
 
 
 
 
 
Professional fees
 

 

 
1,291

 
1,291

Severance
 

 

 
2,720

 
2,720

Goodwill derecognition
 

 

 
11,092

 
11,092

TBG discontinued operations, net of tax
 

 

 
264

 
264

Adjusted EBITDA, non-GAAP financial measure
 
$
9,878

 
$
27,633

 
$
(12,377
)
 
$
25,134

____________________________________
Notes:
(1) Franchise adjusted EBITDA margin for the three months ended September 30, 2019 and 2018, were 16.4% and 26.0%, respectively and are calculated as franchise adjusted EBITDA (as defined above) divided by franchise adjusted revenue for each respective period.

(2)
Company-owned adjusted EBITDA margin for the three months ended September 30, 2019, and 2018, were 6.6% and 11.0%, respectively, and are calculated as company-owned adjusted EBITDA (as defined above) divided by company-owned adjusted revenue for each respective period.

(3) Consolidated EBITDA margins for the three months ended September 30, 2019, and 2018, were (2.4)% and 3.4%, respectively, and are calculated as EBITDA (as defined above) divided by U.S. GAAP revenue for each respective period. Consolidated adjusted EBITDA margins for the three months ended September 30, 2019 and 2018 were 12.1% and 8.7%, respectively, and are calculated as adjusted EBITDA divided by U.S. GAAP revenue for each respective period.

– more –















REGIS CORPORATION
Reconciliation of reported Franchise EBITDA as a percent of U.S. GAAP revenue
to EBITDA as a percent of adjusted revenue
(Dollars in thousands)
(unaudited)


 
Three Months Ended September 30,
 
 
2019
 
2018
As Adjusted EBITDA
 
$
11,869

 
$
9,878

 U.S. GAAP revenue
 
72,546

 
38,025

As Adjusted EBITDA as a % of U.S. GAAP revenue
 
16.4
%
 
26.0
%
Non-margin revenue adjustments:
 
 
 
 
Franchise rental income
 
(31,424
)
 

Ad Fund revenue
 
(10,425
)
 
(7,976
)
TBG product sales
 
(1,300
)
 
(5,500
)
Adjusted revenue
 
$
29,397

 
$
24,549

As Adjusted EBITDA as a percent of adjusted revenue
 
40.4
%
 
40.2
%

– end –