RGS - NASDAQ

Good morning, and thank you for joining the Regis First Quarter Fiscal 2024 Earnings Conference Call. I'm your host Biz McShane, Vice President Corporate Controller. All participants are in listen-only mode. The prepared remarks by our President and Chief Executive Officer, Matthew Doctor and Executive Vice President and Chief Financial Officer, Kersten

Thank you, Biz, and good morning everyone. On today's call, we will go through our Q1 fiscal 2024 results, a quarter in which we continue to make financial progress. In addition to our Q1 results, we announced the process, to evaluate strategic alternatives with the intent of strengthening our balance sheet and position Regis for future growth. We determined now is the proper time to launch this process. As we're doing so proactively, during a time in which we are not in default. Nor projecting to be in default of any of our debt covenants. We have ample liquidity and we can take control of the process. We wanted to take advantage of this window of time, we have to go broad and maximize our optionality. As opposed to waiting until closer to maturity, or a regular way refinancing may prove more challenging. We believe this process is a solid way, to evaluate several potential structures and complement our current work streams, in order to best set Regis up for the future and maximize value. With this announcement, I also feel that it's appropriate to provide some more context as to how we got here, and why now. Whether you've been following Regis for a while, or you're a new follower or investor in the company, I believe it would be beneficial to recap the sequence of events leading up to the current state. Now Regis was in the middle of two major business model shifts when the COVID-19 pandemic disrupted the business. Those business model shifts being one, the transition from a company owned salon business to one that is fully franchised. And two, the in-house development and rollout of a proprietary point-of-sale technology product called OpenSalon Pro. The pandemic was highly disruptive to Regis' business as over 1,800 company-owned salons remained as of March 31, 2020. During a time of government mandated salon shutdowns and restrictions, customer traffic was highly impaired and slow to recover, and the industry began experiencing significant labor issues. Due to our size, we were unable to qualify for government funding. And we had to draw on our revolver to fund the operational cash burn and manage through the uncertainty of the business. As of December 31, 2019. Regis had $32 million of debt including letters of credit, net of cash, due to adjusted EBITDA losses that reached $79 million in fiscal year 2021. In a cumulative cash use of $190 million in fiscal 2020 and fiscal 2021. Our debt including letters of credit, net of cash ended up around the $190 million dollar level that it is today, as a result of navigating through those times. Now, I had mentioned on previous calls, that when I stepped in as CEO in December of 2021, we were nearing the completion of our transition to that fully franchise model. We were still in the midst of rolling out OpenSalon Pro, and we had a revolver maturity of March 2023, that was approaching. At that time, we had $174.5 million of debt including letters of credit net of cash, and last 12 months adjusted EBITDA losses of close to $50 million. Now, as I mentioned during our fiscal 2023, recap call in August, we have made a lot of progress building the business back, in the last few years in the midst of what was and remains a challenging operating environment. During that time, we completed the business transition to a fully franchise model. We sold the OpenSalon Pro product to ensure we have proper focus on our core business, which is haircare and not technology, while simultaneously eliminating the cash burden associated, with the development and support of the product. We use the upfront proceeds from the sale to deliver and help our case for a refinancing with our lenders, all culminating in an amending, extending our credit agreement in August of 2022. While the business was continuing to turn around, and right before what became a challenging credit environment. And while we acknowledge the amend and extend wasn't the complete solution to our capital structure, it did offer us time to continue to execute on our plans, and put Regis in a better position financially from a P&L perspective. Since then, we've grown same-store sales, albeit mainly through pricing. We further wound down our loss making company-owned salons, we manage our G&A and CapEx closely and ultimately grew our profitability. We achieved a number of key milestones along the way, such as positive adjusted EBITDA, positive operating income for the first time since fiscal year 2017. And positive GAAP earnings per share during this quarter, the first time since fiscal year 2018. We've put plans in place, to address our core business and have been implementing our strategies and even announced an agreement to enter a new market in India. At this point in time, we can say that our business is largely stable. With last 12 months adjusted EBITDA of $25 million versus the adjusted EBITDA loss of $79 million that I mentioned to earlier in fiscal 2021. All of that being said, while the business has stabilized, the level of stabilization in comparison to our debt level of close to $190 million, and amount that as I mentioned is due to navigating the effects of the pandemic, still leaves a highly levered company. The challenges we've alluded to regarding labor, customer behavior and the resulting salon closures, still remain business headwinds that we are constantly looking at new ways, to solve for in this reset operating environment. Combined those challenges with the rising rate environment, driving higher cash interest expense. In addition to the cash outflows, related to the tail of our legacy business, there is still work to be done in order, to overcome those challenges. And that is work that we are doing every day. I've mentioned on every call that, while we continue to see progress, there is still much to do. And this process is now one of the key work-streams in addition to the plans that we already have in place. As we look out to the foreseeable future, we continue to be focused on increasing our profitability that, will not change. We believe there's progress to be made and we have solid plans in place that, we developed in conjunction with our franchise partners, to advance our brands, and seek to address the challenges related to the shift, and style of some customer behavior. And I've been clear that these take time. All this work will continue to be done as planned in conjunction with this process that, is designed to proactively address the balancing side of the equation for the long-term. Which leads me back to today's announcement on exploring strategic alternatives. This is another chapter in the turnaround that has been ongoing for years. It is worth-noting that, we have been engaged in continued and constructive dialogue, with our current lenders. This is a process that will enable us, to evaluate a wide range of options, to ensure completeness. The story and the business have improved, from our last process and that Regis is on much more solid foundation versus before. And I want to reiterate that, this is the right window of time, to do this when we have control over the situation. Now continuing under the status quos an option as well. As I mentioned, we have plenty of liquidity and are in full compliance of all our debt covenants. If at the end of this process, keeping on as is proves to be the best option. And that is what we'll do. And I also know throughout the course of this, we will likely get a lot of questions around specifics around, which paths may or may not be considered. To all of that I will say this, given how fluid this process will be. And any comments on specifics will be complete speculation. All I can say is we're going to do our best to maximize values for all stakeholders, which of course includes shareholders, and we'll evaluate all of the various options appropriately. And once again, we strongly believe that this is the right move to make at the right time for Regis in order, to best position us for growth. And one last note on the strategic alternatives process, before moving on to the results. As I just want to take a moment to address the franchisees and employees who may be listening to this call, and just hearing this announcement. There is no change, the initiatives and plans we worked hard on putting together collaboratively, over the past few years, to strengthen our brands. There has been a lot of collective thought, a lot of dialogue between us and we've advanced our working relationships. And I want to reassure you that all of that still holds. Business will continue as usual as it relates to our brand initiatives. And we will remain laser focused on our efforts, to drive the core business and implement winning strategies, to address the stylist, customer and in-salon operations. This process is intended to strengthen our ability to support all of you best as franchisor. Now, turning to our Q1, 2024 results. In Q1, same-store sales rose 1.8% versus the prior year's first quarter. And while same-store sales were up slightly, royalty and fee revenue, which represents our core business revenue were down around $700,000 versus the prior year's first quarter due to the number of salon closures over the course of fiscal '23. Despite lower royalty and fee revenue, we continue to improve our profitability. Adjusted Q1, EBITDA on a consolidated basis was $7.5 million, compared to $3.8 million in the prior year's quarter, a $3.6 million improvement. Our adjusted franchise EBITDA, eliminating the impact of our company-owned salons was $8 million, compared to $5 million in Q1 of fiscal '23. The progress that we're making here continues, to demonstrate the efforts that we've made to stabilize the business. We reported our fifth quarter in a row of positive operating income of $7.4 million, versus an operating profit of $2.5 million in Q1 fiscal '23, a $5 million improvement. And for the first time, since fiscal 2018, we reported positive net income, from continuing operations of $1.2 million and earnings per share of $0.03, compared to a loss of $1.8 million a year ago, during Q1, '23 and a total loss of $12 million, for the full fiscal 2023 year. From a cash flow perspective, we use $2.8 million in the quarter versus $5.1 million a year ago. Our profitability gains were offset by increases in interest expense, cash associated with a legacy company-owned business I mentioned earlier, as well as timing of payments that are specific, to Q1 as well as investments that we're making into our business. From a franchise salon count perspective, 52 salons closed in Q1 putting our franchise salon count at 4,745. Of the 52 closures, 24 were Supercuts, 15 SmartStyle and the remaining 13 from our portfolio brands. The average volumes for these closures were $122,000. And as I mentioned on previous calls, these closures are the byproduct, of the challenging operating environment we are in, and these salons performance has been exacerbated by the labor constraints and customer traffic changes. We continue to expect this rationalization of the portfolio and the focus, is on ensuring that we optimize and get the most out, of the footprint that we have going forward. The key drivers of our results during the quarter remain the work that we are doing, to continually manage our G&A expenses and our company-owned salon footprint. Our G&A improvement of close to $3 million versus the prior year quarter and company-owned salon EBITDA improvement of $700,000 year-over-year combined with the top line growth of our remaining stores, enabled us to grow profitability, despite the lower royalty and fee revenue due to salon closures. Now regarding an update on

Thanks, Matt and good morning. The first quarter saw positive system-wide same-store sales, increased operating income, positive net income, positive earnings per share, and improved adjusted EBITDA. Overall, we are pleased with the health of our business. Reviewing the first quarter in more detail and beginning with the income statement. The first quarter revenues were $53.4 million and declined $8.5 million from the prior year. This revenue decline was expected and relates primarily to a reduction in franchise rental income, which is a gross-up of revenue and expense and has no impact on profitability. Additionally, transitioning out of company-owned salons and product sales reduced revenue with minimal impact on profitability. Royalty and fee revenue of $19.2 million, which represents our core business revenue was down approximately $700,000 versus the prior year's first quarter due to the number of salon closures during fiscal year 2023. System-wide same-store sales grew 1.8% in the quarter. We reported GAAP operating profit of $7.4 million. The increase in GAAP operating profit of $5 million was driven by our focus on controlling G&A and the wind down of last generating company-owned salons. We continue to produce operating profit each quarter and we expect that trend to continue. We reported positive net income of $1.2 million from continuing operations and earnings per share of $0.03 compared to a loss of $1.8 million a year ago during Q1 of 2023, and a loss of $11.3 million for the full fiscal 2023 year. This is the first time we have positive earnings per share since fiscal year 2018. Now let's turn to our adjusted results, which eliminates the noise in the reported results. On an adjusted basis, first quarter consolidated EBITDA was $7.5 million compared to $3.8 million in the prior year's quarter. The $3.6 million improvement was driven by lower G&A and the wind down of last generating company-owned salons. Our adjusted G&A was $10.7 million for the first quarter, an improvement of $2.9 million from the prior year first quarter. The improvement relates primarily to lower headcount and lower professional fees year-over-year. Our G&A run rate is a metric we monitor very closely. Q1 is typically our lowest G&A quarter due to the timing of costs. Looking forward, we believe our annual run rate G&A will be in the range of $47 million to $50 million. Our core Franchise Business achieved adjusted EBITDA of $8 million in the quarter, a $3 million improvement compared to $5 million in the prior year quarter. On an adjusted EBITDA basis, our company-owned segment lost just under a $0.5 million for the quarter, and improved $700,000 from the same quarter last year. The improvement is driven by having fewer loss-generating company-owned salons in the current period, as we are closing salons either at lease-end or negotiating a buyout when it makes economic sense to do so. Approximately two-thirds of our remaining company-owned salons will come to lease-end by February of next year. So our company-owned salon segment will have significantly less impact in the second half of our fiscal year 2024. Turning to liquidity, as of September 30, we had $42.4 million of liquidity, including $33.1 million of available revolver capacity and $9.3 million of cash, amounts that continue to remain stable and relatively unchanged from our last fiscal quarter. At September 30 of 2023, our debt outstanding excluding deferred financing fees was $186.1 million. Additionally, we have $9.8 million of letters of credit outstanding. We are in compliance with our debt covenants currently and we do not expect to violate any of the covenants during the term of our credit facility. Additionally, we believe we have adequate liquidity to operate the business. As Matt mentioned, we are announcing today that we are evaluating strategic alternatives with the intent of strengthening our balance sheet, and positioning Regis for growth. As a reminder, due to accounting standards, our balance sheet shows approximately $350 million of operating lease liabilities related to liabilities associated with subleasing our salons to our franchisees over the entire life of their respective leases. These liabilities are serviced by our franchisees and should not be factored in to Regis’s debt position, so long as the franchisees continue to pay their obligations as they have been. Regis is solely responsible for lease liabilities for our corporate office space and the 66 remaining company-owned salons, which amounts to $10.7 million over the life of all the leases. In the first three months of the year, we use $2.8 million of cash from operations, which is a $2.2 million improvement from the prior year. The improvement is due to our lower cost structure partially offset by increased interest expense of approximately $1.6 million due primarily to higher variable interest rates on our bank debt. Operating cash used in the quarter was driven by close to $5 million of cash interest expense and close to $3 million related to several prepaid items that occur in the first quarter, such as insurance premiums and licenses. In addition to legacy insurance claims and rental payments on dark salons, as well as working capital used related to investing in the marketing of our brands and timing of cash received from add-on collections. The remaining use is driven by the timing of incentive compensation payments made during the first quarter that represents total incentive compensation for fiscal year 2023. Operating cash use in Q1 is generally the highest for us due to the compensation payouts and prepaid expenses. However, we do continue to deal with longer tail items like rental payments on dark salons, and workers compensation related to when we were primarily a company-owned business. While these amounts are getting smaller and smaller, there continues to be a tail that will wind down over the coming years. We typically have our highest cash use quarter in the first quarter due to the prepaid expenses and incentive compensation payments. Future cash use may be impacted by variability and interest rates that we cannot control. Management remains committed to continued cash management and returning to cash generation. This concludes my prepared remarks. I would like to thank you for your continued support and interest in Regis. I will turn the call back to Biz who will lead us through the Q&A.

Thank you, Kersten. Our first question is from Eric Beder of Small Cap Consumer Research. Please remember to unmute, Eric.

Okay, can you hear me?

Yes, we can.

Great, thank you. So congratulations on making a lot of progress here. When you look at

Yes. Hey, Eric, thanks for the question. It's Matt, Yes. We've spoken about this a lot. And as I mentioned, it's super foundational to that because it unlocks a lot of things that weren't able to be done on prior systems. I talked a lot about personalized marketing. It's very, very easy to understand your audience based, your customer base. The requirements of data collection are much higher and stringent in

Okay, sounds great. Can you remind us, you mentioned that you're getting $2 million potentially in progress fees from

Yes, that's still correct. So yes, there's 2 million, which is part of the original -- is part of the original $20 million upfront purchase price. And then the remaining proceeds, you know, we had mentioned as part of the original transaction, that there was about $19 million of additional potential proceeds. At that time, that was based on a number of factors, the key one being the amount of salons that migrated. Now our salon count has gone down since that time. So you can kind of -- we haven't given what the exact payment is per salon, but you can kind of do some extrapolation of approximately 19 million our salon count at the time, and kind of take a look at where it is now, and that will give you some view of what's left remaining to collect.

Okay.

And that does go to - sorry, that does go towards the debt.

I know that you've been expanded marketing materials, bringing more regularity to some of the in-store marketing. What has been the impact of that? And what also has been now that you are done for almost a year now in store mark - in stores teaching, how is that continue to expand?

Yes. So those are really strong foundational items that we are putting into place. I would say it's a little hard to track the exact impact of that, because as opposed to some sort of trackable customer that came in due to the certain thing, there's no, you know, there's nothing trackable on a poster or signage and collateral. I can say, okay, this is exactly what drove this customer behavior to that. That being said, we do think things like that are complete table stakes. And so our job is to continue to do them, and ensure that they're done well. The other side of that equation is, again, I kind of mentioned and alluded to brand standards, it's not just kind of rolling this out. But at this point, we've kind of more shifted towards that they're used, and they're used properly. So, we've kind of centered around. It's important to have this out there, let's have it out there. Let's get a practice of using it. Now, let's ensure that there's use of it. So there's going to be a lot of focus on ensuring that our franchisees are properly using these tools that we have out there, or else it does us no good to have them out there to have them out there sake. So it's really at this point in time ensuring the uptake of those tracking the uptake, and then we'll be able to have a little bit of a better sense of, okay, we know XY

Okay. And last question. In terms of inflation, and the ability to raise prices, I know that you mentioned previously that a lot of the gains in comps has been inflation and on price raising. Is that still something that we should be thinking about in terms of a driver here? Or is that going to slow down? How should we be thinking about going forward, I guess, as the overall drivers of the business in terms of that? Thank you.

Yes. No, thanks, Eric. And on that piece, you know, that has been, right? And we know we need to start moving the needle on customer traffic. That's an equation that has been hard to solve for a very long time. And the game has changed. It’s reset a little bit through the pandemic and how often people go, where people are going, what the considerations are to visit. So yes, so we have a -- we are testing a number of things out there to really optimize our customer counts, try to drive as much productivity through increased customer counts, through texts, through traffic driving initiatives such as promotions and other things of that nature, which will help, I mean, those will be incremental. And when we find it centered around those, that seemed to make the most impact, we'll look to do that in a much broader scale. Now beyond that, as I kind of mentioned on the call, I was vague about this, those are all good incremental things, and they should be done, and I think they will have an impact. But I do think there are other means, and it's a good time for us to take some bigger swings of sources of differentiation that run beyond traditional promotional campaigns and et cetera, bigger swings to move the needle. And like I said, versus being very specific, given how important uniqueness and speed is in this industry, rather kind of let you know that we're working on those things than any sort of specifics around those things. However, once we start actually implementing and rolling them out over the next, call it six to eight months, we can definitely start talking about them more as they they're showing up more and market.

Great, Congrats and good luck for the holiday.

Thank you.