Karen Fugate - Vice President Investor Relations & Strategic Planning Christian A. Brickman - President & CEO Mark J. Flaherty - Chief Financial Officer & Senior Vice President.

Simeon A. Siegel - Nomura Securities International, Inc. Simeon A. Gutman - Morgan Stanley & Co. LLC Meredith Adler - Barclays Capital, Inc. Oliver Chen - Cowen & Co. LLC Jason M. Gere - KeyBanc Capital Markets, Inc. Rupesh D. Parikh - Oppenheimer & Co., Inc. (Broker) Chad H. Sutherland - Goldman Sachs & Co.

Christopher Ferrara - Wells Fargo Securities LLC Joseph Nicholas Altobello - Raymond James & Associates, Inc. Olivia Tong - Bank of America Merrill Lynch Mark R. Altschwager - Robert W. Baird & Co., Inc. (Broker) Linda Bolton Weiser - B. Riley & Co. LLC.

Ladies and gentlemen, thank you for standing by, and welcome to the Sally Beauty Holdings Fiscal 2015 Third Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will be given at that time. And as a reminder, today's conference is being recorded.

I would now like to turn the conference over to our host, Karen Fugate, Vice President of Investor Relations. Please go ahead..

Thank you. Before we begin, I would like to remind you that certain comments including matters such as forecasted financial information, contracts or business, and trend information made during this call may contain forward-looking statements within the meaning of Section 21-E of the Securities Exchange Act of 1934.

Many of these forward-looking statements can be identified by the use of words such as may, will, should, expect, anticipate, estimate, assume, continue, project, plan, believe and similar words or phrases. These matters are subject to a number of factors that could cause actual results to differ materially from expectations.

Those factors are described in Sally Beauty Holdings' SEC, including the most recent annual report on Form 10-K for September 30, 2014 and its most recently reported on Form 10-Q being filed today. The company does not undertake any obligation to publicly update or revise its forward-looking statements.

The company has provided a detailed explanation and reconciliations of its adjusting items and non-GAAP financial measures in its earnings press release and on its website. With me on the call today are Chris Brickman, President and CEO, and Mark Flaherty, Senior Vice President and Chief Financial Officer.

Chris?.

Thank you, Karen, and good morning, everyone. I'll briefly provide an update on our business performance and Mark will discuss our 2015 third quarter results in more detail. Our third quarter results were mixed. Our BSG business had another exceptional quarter, while our Sally U.S. business failed to perform up to our expectations.

We are disappointed in the results for our Sally business, but not discouraged. It is taking longer than we expected for traffic from the non-Beauty Club Card customer to recover. But we still have great confidence that we are moving in the right direction.

Over the past year, we've made tremendous progress on a focused set of initiatives designed to transform the consumer experience at Sally. And these initiatives are now reaching critical mass in terms of what the impact we expect for them to have on our customer experience. We started this journey by hiring a talented team of retail professionals.

With the team in place, we gathered consumer insights through focus groups and surveys to find out how our customers felt about shopping at Sally. From the non-Beauty Club Card customer, we heard that our stores were often dark, cluttered and hard to shop.

But it was also clear that Sally offered a beauty solution that was unique from our competition and that our core value proposition of salon quality products and solutions available at a better value was still relevant. Our research led to several key initiatives.

First, transforming the physical retail space by upgrading the look, feel and shoppability of our stores. By the end of the third quarter, we had refreshed almost 520 stores, resulting in improved sales trends when compared to the benchmark of non-refreshed stores. We expect to complete another 480 stores by November 1.

We have also upgraded key merchandising sections across all stores, including the Nail Studio, the cash-wrap, the lash and brow studio and the cosmetics section.

We also expect new promotional merchandising systems to be installed in the front of the store by October, and the hair color and hair care solution studios will be completed by the first half of the coming fiscal year.

The benefit for our customer is a cleaner, brighter and more engaging store that is easier to navigate and reinforces our motto of Beautiful Finds at Beautiful Prices.

We also upgraded and enhanced our e-commerce platform by transforming it from a purely transactional site to a content-rich experience that offers customers the ability to research styles, trends and products before they purchase.

As a result, we've realized a significant lift in our online traffic of approximately 60%, with sales growth of 15% and building. Our connection with the customer has profoundly changed as well through our integrated marketing approach. We launched the consistent marketing campaign designed to touch the customer through every medium she engages in.

For example, direct mail, social and digital media, e-mail, text and the building of our recently launched CRM capabilities.

We now touch the consumer in a myriad of ways, well beyond the direct mail focus of the past, and we consistently reinforce our motto of Beautiful Finds at Beautiful Prices and our brand promise of salon quality brands at a better value backed by our Love It or Return It guarantee.

As we begin Q4, we will take this to another level through our sponsorship of Project Runway, which airs tonight on Lifetime TV.

This is the first time the Sally brand has been promoted on national television, and we are very excited about the influence this campaign may have on our customers and the potential to attract new customers to our Sally stores.

Beyond this, we are upgrading the look and feel of our own brands to ensure they also deliver on the promise of salon quality. We have redesigned key assortments like multicultural, introduced new brands and new on-trend hair colors, as well as an extended wear nail polish line.

All of these changes are key elements to our aspiration of delivering salon quality products that inspire our customers. Attracting new customers to our stores is a great aspiration.

But if we fail to convert them to the new products we present, if those products lack the attractiveness and are uninspiring, we will not make them permanent consumers and permanent customers of Sally.

So, we are committed to delivering on the promise that she will find salon quality solutions with the latest styles and trends and at affordable prices all backed by our Love It or Return It guarantee.

And finally, we have to fund this investment through cost reductions, better managements of discounts and pricing, and working with our vendors in a manner that protects our margins and delivers exceptional returns to our shareholders.

All of these initiatives have recently come together at scale and have begun to attract the attention of our customers. We hear their enthusiasm in our stores and through social media as they begin to see the difference.

The full impact of our work will take time to change perceptions and behavior, because the non-Beauty Club customer is an infrequent shopper for us. However, we expect our steady improvement to continue and we believe we can be back to historical same-store growth rates by the second half of next fiscal year.

Our Beauty Systems Group had another terrific quarter. The introduction of new brands and product innovation continues to drive sales growth above historical run rates, resulting in strong bottom-line performance. This morning, we announced a leadership transition at BSG.

Mark Spinks, former BSG Chief Operating Officer, was appointed to President; and John Golliher, former President of BSG, assumed the role of BSG's Chairman. John will stay with us full time until the end of fiscal 2015, and then assume a consulting role for an additional two years.

Under John's tenure, he took BSG from a small, unprofitable business to an industry-leading organization with over $1 billion in sales. Mark will have some very big shoes to fill, but is well qualified for the challenge. He is a seasoned veteran of the professional beauty business and has held various leadership positions in BSG for over 10 years.

Almost a year ago, we appointed Mark to the COO role, and he has demonstrated strong leadership of BSG since assuming that position. As a result, I have complete confidence in Mark and have no doubt this will be a smooth transition. And I can assure you that John will be close at hand as a trusted adviser.

Before I turn it over to Mark, I want to provide a couple of observations regarding our expectations for fiscal year 2016. As we look towards the new fiscal year, we now expect the Sally Beauty segment same-store sales will continue to improve sequentially and reach historical growth levels of 3% to 4% in the back half of next year.

On the expense side, we anticipate significant labor and rental cost inflation to affect our business as we compete for talent and real estate with other retailers. We plan to offset the bulk of these increases through cost reductions and tactical pricing measures.

However, we believe that this cost inflation will now be a moderate drag on operating earnings growth for next year. Finally, the disruption caused by the recent data security incident is now behind us from a consumer perspective, and we plan to further enhance our systems and culture to ensure the security of our networks and consumer data.

To accomplish this, we plan to invest in talent and additional hardware and software, which may elevate our capital spending in fiscal year 2016 over the current year. As we are still completing our budgeting process, we will provide more color on our 2016 expectations on our November earnings call. Now, I'll turn it over to Mark..

Thanks, Chris. Consolidated net sales for the third quarter were $967.9 million, an increase of 2%. This increase was primarily driven by same-store sales growth of 3.1% and 162 new store openings. Offsetting this growth was the unfavorable impact of foreign currency exchange rates of $26.2 million or 280 basis points of sales growth.

Consolidated gross profit was up 1.2% over the prior year. Gross profit as a percentage of sales was 49.7%, down 40 basis points. Gross profit margin declined primarily due to the strong promotional activity in the Sally U.S. segment, which was not supported by vendor allowances, as occurred during the prior year quarter.

On a year-to-date basis, gross margin is flat when compared to the prior year and as such, we now expect our consolidated gross margin for the fiscal year 2015 to be flat versus our previous expectations of 20 basis points to 30 basis points of margin expansion.

Third quarter SG&A expenses including charges associated with the data security incidences and the restructuring of our Sally Germany business were 33.9% on a percent of sales basis, a 10-basis point increase from the fiscal 2014 third quarter. Consolidated SG&A expenses excluding the data security and the restructuring charges were 33.4% of sales.

We continue to believe that SG&A as a percentage of sales for the fiscal year 2015 will be flat to the prior year of 33.9%. Unallocated corporate expenses, including share-based compensation, were $37.5 million or 3.9% of sales, up $484,000 compared to the prior year quarter.

Share-based compensation was down $3.6 million versus the prior year due to a non-recurring charge of $3.5 million in connection with the executive management transition plan that occurred during the fiscal 2014 third quarter.

Third quarter 2015 unallocated results include approximately $3.2 million of pre-tax charges related to the data security incidences compared to $864,000 in the prior year quarter. GAAP consolidated operating earnings in the third quarter decreased 3.1% to $130.8 million with an operating margin of 13.5%, down 70 basis points.

This decline was primarily driven by lower gross margin and higher SG&A expenses in our Sally segment versus the prior year quarter. Interest expense including the amortization of debt refinancing cost totaled $29.2 million, flat to the prior year.

For the fiscal 2015 third quarter, our effective tax rate was 38.5% when compared to the fiscal 2014 third quarter of 35.9%. The lower effective tax rate in the fiscal 2014 third quarter was primarily due to the reduction of valuation allowances related to a previously uncertain tax position.

GAAP net earnings was down 7.8% to $62.5 million and adjusted net earnings were down 7.4% to $65.2 million. Earnings per share on a GAAP and adjusted basis were $0.39 and $0.41, respectively, compared to the prior year GAAP and adjusted EPS of $0.42 and $0.43, respectively.

Also during the quarter, we repurchased approximately 219,000 shares of our common stock for $6.8 million. Due to the timing of our security breach, we did not make any open market purchases during the quarter.

We do, however, anticipate to have the flexibility to act upon board authorizations under our stock repurchase program during the fiscal 2015 fourth quarter. And turning to the business segments, same-store sales growth for Sally Beauty was 2% versus 1.8% in the year-ago quarter.

Net sales for Sally reached $588.6 million, an increase of 70 basis points over the prior year quarter. Sales growth was attributed to new store openings and same-store sales growth. The unfavorable impact of foreign currency exchange rates offset the sales growth by $22 million or 380 basis points.

Beauty Club Card sales increased 7% with transaction growth of approximately 8% over the prior year quarter. Club membership grew 8.5% to reach 8.6 million members, with a membership renewal rate of 60.3%. Gross profit margin in the third quarter was 54.9%, down 50 basis points.

Gross profit margin declined primarily due to the strong promotional activity in the Sally U.S. segment, which was not supported by vendor allowances as occurred during the prior year quarter. Operating earnings for our Sally business were $107.3 million, down approximately 6.5% when compared to the prior year.

This decline was driven by lower gross margin than the prior year and higher SG&A expenses, which includes approximately $1.1 million of restructuring charges in our German operations.

As part of our initiative to increase profitability in Europe, we are restructuring Sally's operations in Germany, which includes the closing of 16 underperforming retail stores and two administrative offices. We will continue to operate 17 retail stores after the restructuring, which is expected to be completed by fiscal year-end.

We incurred a $1.1 million pre-tax charge in the fiscal 2015 third quarter and expect to incur an additional pre-tax charge of approximately $5.9 million by the end of the fiscal year. And turning to the BSG segment, BSG had same-store sales growth of 5.6%. Net sales grew 4% to reach $379.3 million.

Overall sales growth was attributed to same-store sales improvement as well as improvement in the sales consultants business and new store openings. This growth was primarily offset by the impact of unfavorable foreign currency exchange rates of $4.2 million or 110 basis points.

Looking at the sales growth by distribution channel, sales from our store business grew 5.4%, while the direct sales consultant business was up 1.4%. BSG's gross profit margin was up 10 basis points to reach 41.8%, while operating earnings at BSG increased $3.9 million or 6.7% in the 2015 third quarter.

Operating margins reached a record high of 16.1%, up 40 basis points, primarily due to the gross margin expansion and SG&A leverage. And looking at the balance sheet, inventories were $875 million, an increase of 4.1% compared to the ending inventory on June 30, 2014.

This year-over-year increase is primarily due to sales growth from existing stores, additional inventory for new store openings, and the addition of new brands and territory expansion at BSG.

Capital expenditures for the nine months of the fiscal year 2015 totaled $72.1 million, and reflect expenditures for opening new stores, expenditures related to our store refresh initiative, and IT-specific projects. Capital expenditures are expected to end the year at the higher end of our previously-stated guidance of $95 million to $100 million.

And looking ahead into the fiscal year 2016, we expect to continue our investments in our store refresh initiative and various IT systems enhancements throughout the business.

Chris?.

Thank you, Mark. As I said in my earlier remarks, our results were mixed for the quarter. Our Sally U.S. business is taking longer to recover than we originally anticipated.

Having said that, I'm proud of what the team has accomplished in just a year, from transforming the physical retail experience, upgrading our e-commerce platform, launching an integrated marketing approach to upgrading our brand offerings.

I fully recognize that our shareholders are looking for the return on these initiatives, and I believe we are very close to delivering on that objective. Now, I'll turn it over to the operator to take your questions..

Our first question comes from the line of Simeon Siegel with Nomura Securities. Please go ahead..

Thanks. Hey, guys. Good morning..

Hi, Simeon.

How are you doing?.

Good. Good. So, your comp improved sequentially on tougher compare. Can you just talk about your comfort in continuing to drive that sequential improvement and maybe break out how domestic versus international? I don't know if you're seeing some lift from the non-U.S. businesses. And then, you called out a few initiatives and expenses.

Can you quantify any expected SG&A dollar growth given the marketing labor, cost inflation, I guess, for next year? Thanks..

There's a lot in there. So, I'll take a shot at it, and we'll see if I get to it all.

So, first of all, we're slowly seeing all these pieces come together, and that's the reality which is, if it has to come together in a noticeable way in order to move the needle with the list customer, we're beginning to get to the point where we're seeing that critical mass. And we expect to continue to show progression.

My guess is, again, it's a little slower than we wanted. It's probably 30 or 40 basis points a quarter that we want to show. But we're – this is more three yards in a cloud of dust than the Hail Mary pass to convert the list customer back into the business. But we're making progress, we expect that. We are seeing a pickup internationally.

It's not dramatically changing the results, but we're beginning to see a turn with the leadership changes we've made in Europe. Mexico's on the continuous path that it's been on. They did great. South America is small, but it's making progress. UK is showing some improvement.

Europe is yet to show that improvement, but my guess is it will in the coming quarters. On the cost side, we're looking at a number of buckets on the cost side. One big one is our indirect sourcing. That initiative is pretty sizable. My guess is it'll be in the $5 million to $10 million range next year.

Another place we're looking is in low-cost country sourcing and moving more of our sourcing efforts to low-cost countries.

We're not that highly penetrated as most retailers are, so we've built some additional capability there in the last few months, and I would hope that that would be perhaps a little bit smaller than indirect sourcing because we're a little behind on that one.

But I expect that that will make a difference next year as well and make more over time – on global sourcing. So, that's where I'd say on the cost side, and the rest will be made up through, really pushing back on vendors and managing them well and, of course, managing our own tactical pricing as well..

Great. And then, Chris, sorry if I missed it.

Did you guys quantify the BCC and the list member trends this quarter?.

Directionally, it's about the same. It's about – it's still in that plus 7% to 8% range for BCC and that minus 3% range for list..

Perfect. All right. Thanks a lot..

Our next question comes from the line of Simeon Gutman with Morgan Stanley. Please go ahead..

Thanks. I guess there's a lot of Simeons on the call today..

Yeah. You've all changed your names..

Yes. So, first on the comp in Sally Beauty tradeoff between that and gross margin, can you talk about, I guess, why – it looks like the comp or sales were bought.

Can you talk about why it may not have been the case? And then, what were the type of promotions that were run? I don't know if you would argue you got a return or not, but curious on that topic..

Yeah. I would argue that we didn't really buy sales in the quarter, Simeon. The reality was if you look at the margin versus the previous couple of quarters as opposed to lapping year-over-year, there isn't a substantial change in that margin.

We did test some promotional efforts, I guess, for list customer, and they were – I would call them experiments. The reality was they were not that successful and did not add that much to sales. We did spend a little margin there.

And the reality was, we didn't do a great job of lapping a promotional event last year that attracted a great deal of vendor support that we just didn't attract this year. So, I would not say that we bought much sales. We did spend some margin to test some activity that I think helped us learn as we go forward.

But it didn't contribute much to sales in the quarter..

Okay. And then the 3% to 4% you call it out for back half of next year, right. On paper, you're pretty much in that range, granted BSG was probably better than you thought, but BSG looks like it is just running better than you thought.

And if you expect another, whatever you said 30 basis points, 40 basis points sequentially, you're going to be well within that range next quarter in theory..

That's focused on the Sally segment. So, we're at 2% for the Sally segment this quarter, so we're still below that range for the Sally segment. Our total would be higher than that..

So, Sally Beauty Supply getting back to 3% to 4%?.

There you go..

Got it. Okay.

And then are you going to do – are you going to keep refreshing in the back half of this year and early next year?.

Here's what I would guess, Simeon. First of all, when we get to November as we approach the holidays, we'll probably shut down for the holidays. And then we have a choice to make, which is we've got both hair care and hair color going across all 3,000 stores, and that's second quarter, first quarter calendar year next year.

I think we may choose to not refresh stores during that quarter as we invest in the hair care and hair color segments, which will add value to all 3,000 stores. And it just maybe a little much to ask the stores, those are big moves and big categories. So, my guess is we may stop for a period while we execute those..

And then just last, last follow-up. If you're thinking 3% to 4% Sally Beauty Supply, and BSG, let's say, runs on its continued healthy run rate. You probably see, like, I guess total three to four maybe even higher comps. Typical, I guess, the old gross margin algorithm was 10 to 20 basis points.

Together, you'd get something like mid to high single digit EBIT growth.

But given all these costs you mentioned for next year wage inflation plus maybe some of the investments, are you thinking a couple of points lower than that, half lower than that? Does it all – I mean, are you going to – you still expect growth next year just not – I guess, just can you help us think about it even though you probably don't want to give guidance yet?.

Yeah. We're not going to give guidance, but I do think – we still expect growth, and that's why we phrased it as it may be a modest drag on growth. So, we expect to cover most of this, Simeon. We really do. And we are working on all the offsets right now. But the reality is that the cost inflation is a little higher than we anticipated a few months ago.

And so it's getting to that point where, can we offset all of it? We're not a 100% sure yet. So, as a result, we're just being conscious as we look forward in to next year. But we definitely expect earnings growth next year..

Okay. Thanks..

Our next question comes from the line of Meredith Adler with Barclays. Please go ahead..

Thanks for taking my question. I'll just start with asking you about Germany and just what made you close just about half the stores there.

Just any comment about why and why now?.

Well, Meredith, this is Mark. One of the bigger reasons is that we had a management change. And we have a very seasoned veteran coming into the organization in Europe.

And it's not as if we are bearish on Germany, but he took a very hard look in terms of our go-to-market strategy and the stores that we had there and the portfolio and we decided that this was a very good time, given the transition to – as well as the leases were very opportunistic to get out of over the fiscal year to embark at this endeavor.

And the stores that are remaining are profitable stores. It also gave us an opportunity to trim the administrative side of the business in which a lot of it can be operated and leveraged out of our Ghent facility in Belgium.

So, there were a lot of things that fell in line that made this very opportunistic in terms of where the strategy was, the change in the management team, a more refined focus in terms of who the customer is, he comes from a background of a lot of extensive experience in not only the countries where he's in, but as well as very extensive background in Germany in terms of being a merchant there.

That we feel that the time was right and it made sense to go ahead and embark on this and slim the organization down so that we can reload and refocus our efforts in Europe. And to continue that endeavor that we've been on since the beginning of the year to optimize the cost structure so that they become self-sufficient in their own cash flows..

And so should we anticipate closures in any more European markets?.

No. If anything, there's probably some relocation efforts, but they're very – I'd count on one hand how many stores there might be in the UK in terms of some of the relocation efforts that Michael is under in terms of making sure that he's focused on the core business. But there is nothing of the same significance that we have planned..

And if I could just switch gears quickly. Chris, you said that commentary on social media and stuff is indicating that people are noticing the changes and feeling more positive.

Can you just give us maybe a little sense of exactly what they're saying? And also, are there things that they still want from you that they're not getting now?.

Yeah. No. I think – listen, I don't think we're at the point where, again, if you go back to what we originally heard from the list customer because this is the customer in question, right? We still got very healthy growth with our BCC customer..

Right..

What we heard a year ago from the list customer was, hey, these stores are a little dark, and I don't hear much from Sally, and I don't know their brands, and I find their assortment overwhelming.

And so, everything we've been doing is about changing those things so that we can begin to win her back, right? So, whether it's about making the stories here to shop on a little brighter or reaching her through an e-commerce platform, or reaching out to her through new social and digital media that we just weren't leveraging a year ago or upgrading the packaging on the products to make sure they represented salon quality appropriately, all of those pieces.

And we are hearing back from her in many cases that, hey, this is beginning to move the needle. I see the difference. Our store associates see the difference, and they talk about it when you go stand in stores, if you've been into a refreshed store. They'll talk about it. So, we have great confidence in what we're hearing from them.

This is the right changes. They're all basic. There's nothing here that's a huge strategic move. It's just making the stories here to shop and nicer to be in and reaching them through media channels that make sense for them in a changing world.

So, I feel very good about the value proposition, about the fact that we're getting to her in a way that we weren't getting to her before, that we're reaching her where she is and whether that'd be through social, digital media or others. And I think it will pay its benefits over time.

But the reality is, think it through, right? We're just now beginning to get to the critical mass of stores and sections of stores. We're just now beginning to get to a truly integrated marketing approach which I'm really excited about the addition of TV on that.

We're just now beginning to get to a point where enough of our products and packaging has been upgraded such that she would notice that difference. It's all just – it just took a while to get all that to that point of critical mass..

Okay. Great. Thank you..

Yeah..

And our next question comes from the line of Oliver Chen with Cowen. Please go ahead..

Thanks a lot. Regarding your transparency just on the timing it's taking from the – in terms of the list customer.

What would you really isolate as why that's happening in terms of prioritizing kind of the rationale behind that? And just looking past – looking back on the quarter, was there anything that you may have done differently just getting the learnings that you have now? And then your – the outlook for the Sally comp improving sequentially.

So, you're out that, too, so are we just – are we supposed to see sequential improvement to, like, 2.5% to 2.6% to 3%? Or are there bumps along the way? I'm just kind of curious because you're 100 basis points away from, like, where you'll get to in the back half..

Yeah. I think – yeah, and that's what we're saying, right, which is we think it's going to be that 30 basis points a quarter kind of. And, of course, it's never perfect. There's no straight lines in this world.

But that's what we're expecting and that's what we're working towards because we've really recognized that this is going to be three yards in a cloud of dust.

I mean, even when you finally get to a point where you feel like you've got enough change in the stores and the way you talk to her and the look of your products and the look of your social and digital media.

Again, for the list customer it often takes her six months just to get back into the store, right, because the reality is that she doesn't visit the store more than once or twice a year in many cases. So, it's going to take time for this to reach her.

But one thing we're seeing is and one of the things that's really changing is shifting our media mix over time, right, which is, we were very much direct mail. In a direct mail world, it was really not affordable to reach out to the list customer because it was so expensive to direct mail to her on a monthly basis.

And now we're able to reach out to her so much more affordably through digital, through social, through e-mail and text, and that's going to only be augmented by things like Project Runway, which is a media asset where we're going to generate a lot more buzz around the brand, a lot more inquiries about specific solutions, and only give us more chances to reach out to her through a digital and social media that's much more affordable and efficient.

So, I think there's a combination of, A, getting enough change into the stores, the packaging, the product, the marketing and everything else that it makes a difference, then getting her back into the store as well as reaching out to her through new media channels.

And all of those are what we expect will begin to make that 30 basis-point to 40-basis-point difference per quarter. And the reality is, we're going to be lapping slightly better same-store sales as we go forward, but we fully expect that we'll be able to do that as well as add those 30 basis points to 40 basis points..

Okay. And you gave great color on the nature of the promotional pressure or the gross margin headwind there. Was that a blip or are we expected to kind of model some Sally gross margin pressure.

or is it going to go back to flattish?.

I don't think you should model any gross margin pressure going forward. The reality is we're not going to get the increase we wanted this year, but we will get to flat or better, and we'll be modeling in increases next year..

Okay. And our last question, just you did call out the real estate side in terms of rent expense.

Is that coordinated with some of all these initiatives you're doing? I'm just curious about if you're talking about renewal of leases or new leases in terms of the incremental pressure around that?.

It's mainly renewals, so it's only a portion of our base every year that comes up, obviously. But we're seeing it and I've sat through a number of the real estate meetings recently. And as you do that, you're seeing inflation because there was a lack of building for a number of years, and there is more demand.

And the net result is that prices are going back up. So, it comes up on a percentage of our base each year, and it's not a big impact this year. It'll be more next year..

Okay. And this was different from how you previously expected. It's like (36:20)..

It has been increasing..

Okay. Okay. Thank you. Best regards..

Thanks, Oliver..

Our next question comes from the line of Jason Gere with KeyBanc. Please go ahead..

Okay. Thanks. Good morning. Hey, guys, just a couple of questions. I guess the first one, just going back to the last question on the promotional side. You're talking about some of the promotions that the vendors didn't fund last quarter. So, I was just wondering, I mean, I know you just said that Sally should see some increases in gross margin next year.

But I was just wondering, as you're looking to take some pricing next year, just trying to get a feel around whether or not it is more difficult to get vendors to kind of fund more of the promotions you need to kind of compete with Internet or to compete with other retailers out there to drive, I guess, traffic in the door? So, that's kind of the first question, if you could just maybe provide a little bit more color on that topic?.

Yeah. I think the biggest thing for me is, I think, we want to shift the way we work with our vendors to fund things, right? So, the reality is, I don't really want them funding a one-time promotional event that drives a short-term spike in sales. What I'd rather have them do is fund things that allow us to build our business.

So let me give you an example of that to be specific.

I think if we went to our vendors, which we're doing, and said we really want to fund activity against the color category because we think that's a category where we can shift list customers out of mass and drug retail over to us, that's something I think they will be completely supportive of and excited about, as well as I think it's a great strategy for us that then helps us build the list customer back into our store.

So that's the kind of promotional activity we want to be shifting to, and less of the kind of promotional activity where it's a one-time blip..

Okay. No, that's great. Thanks for the clarification. Second question, and again I know you're not talking about next year in terms of guidance.

But as we think about the margin expansion that you normally get in the business, is it right to think about next year in the sense that the first half you might see a little bit more margin pressure, but the second half a little bit stronger as some of the volume starts to come back or you get to the trajectory that you're thinking about, the natural leverage in the model? So I know you said that maybe operating income might be a little bit below the typical mid to high-single digit, but I was just wondering if that's the right way to think about it, that the first half we might see some margin pressure, second half might be obviously back to more normal trends?.

I really don't think so, Jason. I don't think that's – first of all, we've already begun some of the tactical price activity now in preparation for next year. So that should start to begin to impact margins positively, and then we'll phase in more over the coming quarters.

And then on top of that, and let me clarify, we didn't say that we were going to be below mid to high single digits. We just said that cost inflation might be a modest drag. And I think that's where we're at, which is we still are working to try and cover as much of it as possible.

I expect that we will cover virtually all of it or the vast majority of it. But we're just sending the signal that it is going up a little faster than we anticipated, and so it may negate our ability to grow our margins as much as we wanted to..

Okay. No, that's great. Thanks for the color. That's it for me. Thanks..

Our next question comes from the line of Rupesh Parikh with Oppenheimer. Please go ahead..

Thanks for taking my question..

No problem..

So we've spent a lot of time in stores and I think the new Nail and Lash Studios look really good.

Can you maybe talk about some of the early reads from those studios and whether you're happy with the response you're seeing from some of the marketing efforts towards, at least the Nail Studio?.

Well, here's what I'd say, which is the problem is that the most likely person to see it is your BCC customer that comes to your store a lot, right? So, what we really need to do is get to an accumulated amount of difference in the store, so that when the list customer does come in, that we actually get a difference for her.

So, I think the reality is, I'm very excited about the way the Lash and, as you mentioned, the Nail Studio look. I think the new cash-wrap looks great. It's much less cluttered. New cosmetics areas going in now.

I think the new merchandisers that are going to hit in October will actually be quite beneficial as well, some of the impulse items we're going to put on the cash-wrap. So all of those things I think improve the consumer experience as well as the refresh.

But the number one priority is, get her back into the store, get the list customer back in the store. Some of that's about marketing and getting the message out there that there is a new Sally and that the value proposition is relevant to her.

Some of it is about promotional activity, whether that be around color or others, but it's much more targeted and gets her back in. And then to give, once she is in the store, give her that new experience. And I would say, the problem with the Nail Studio as a standalone is it's not sufficient to bring new people in.

And that's what we needed to do, is to get to a critical mass of change that we could then market and talk about that then have gotten new people back to the store or gotten list customers back to the store. And that's where I think we are just beginning to get there right now..

Okay, great. And then switching topics to just your comments on labor inflation.

Is that isolated to certain markets, or are you seeing pressures throughout the U.S.?.

It's not consistent across the U.S. There is clearly certain markets where either results of the minimum wage or movements by other retailers or other things that it's going out much faster. And it's one of the reasons why we're not going to do it across the board increase. We're going to respond tactically market-by-market.

But the reality is there is a fairly sizable move across all markets, but the reality is, there are certain markets that are moving much faster than others..

Okay. Thank you, and good luck with your efforts..

Thanks..

And our next question is from the line of Taposh Bari with Goldman Sachs..

Hi. This is Chad Sutherland on for Taposh. Just a follow-up question on the store closures in Germany.

With the new leadership in the UK and in Europe, do you expect additional closures as a result?.

No. Go ahead, Mark..

No. In terms of what we did there, in terms of closing unprofitable stores, that's pretty out of character for us. You will see the normal cadence of store openings and relocations of stores where markets may have recycled into other areas of the market.

But beyond that, you will not see anything that is anywhere near significant as what we did in Germany..

That's helpful. Thanks.

And then on SG&A, it looks like – were there any shifts in the quarter just because, in order to get back to flat for the year and 2015, it looks like there has to be a decent amount of leverage in the fourth quarter?.

With some of the – some of the items that we had in the SG&A because you're looking at a year of 33.9%. When you took out some of the costs of the data breach and the German restructuring, we were at approximately 33.4%.

And in a normal cadence, we had some initial increases for advertising and some other things as far as new store openings and things like that and you typically see that throughout the middle of the year. I look at the back half or the last quarter as a fairly normal and a fairly quiet quarter. It was last year.

And I don't see any real major de-levering efforts, but I see as long as we stay the course and there's no external surprises from the economy or anything like that, I don't see why getting back to that flat leverage is a very difficult task..

It's not going to take major leverage in the fourth to deliver that..

Yeah..

Okay. Thank you..

We have a question from the line of Chris Ferrara with Wells Fargo. Please go ahead..

Thanks, guys. So, I was hoping you can help clear this up, I guess. So, Chris, the press release comes out today, right? I guess there was fear on comps. The comps are okay, but there's a comment in there about a moderate drag to 2016 profits. Stocks down 12.5%. On this call, I think that you've said now you're trying to offset most of that cost drag.

I think you specifically said, and correct me if I got this wrong. I think you specifically said you didn't say that you'd be below the mid to high single-digit profit growth number in 2016.

Then you called the drag, I guess, modest versus moderate which again, not to nitpick, but that's a little different, right? And I think you said gross margin will be up in 2016. So I feel as we fluctuated throughout the call from somewhere between Street numbers possibly having to come down pretty significantly to maybe not coming down at all.

So, can you just – in the context like you don't give guidance, right, so can you just help out with how big a deal this profit drag is? Sorry for the long question..

Yeah, no, listen, we're just trying to be transparent, but let me see if I can get it as specific as possible, right? So, yes, costs are going up, and by the way, if you think about it, in order to cover those costs, we're pulling a lot of levers.

Some of those will reduce SG&A, like indirect sourcing, some would increase our gross margins like taking tactical pricing or low-cost sourcing. And we're looking at a range of levers to try and cover those cost increases.

We had hoped that those things will actually flow through and actually give us margin leverage next year and be part of our total package we would deliver to the Street. And now, what we're saying is, okay, we're not sure we can offset all this.

We think we can offset most of it, and it could be when you use modest or moderate, it could be a small drag on our earnings growth next year, but we expect earnings growth, and we expect earnings growth above sales growth.

So, we haven't finished the analysis yet or completed rolling up our numbers, but we're just trying to be as transparent as possible about, hey, it's a little bit bigger hill to climb next year than we thought it was going to be..

Okay. Thanks. Hey, and I guess, on the top – like I understand to your point, it's three yards and a cloud of dust in improving the list customer. That makes sense.

But I guess, the return to 3% to 4% in the second half of 2016 versus late 2015, right, is that a mathematical calculation? Because I get that this is an infrequent customer that we're talking about, and that makes you take more time.

But if we're talking about changes on outreach, I guess why does the frequency matter? Why does the frequency of the customer matter if we're talking about recruitment efforts? So, any color there would be great. And then I'll leave you alone..

Well, you don't have to leave me alone, Chris. But I think the reality is that remember, you don't want to do massive recruitment efforts until you've got something different to offer her, right? And so, that's why you don't see – that's why Project Runway was such a big investment and we want to do it now.

It's why we're moving more and more of our dollars in the marketing that's more outreached now because we wanted to bring her back when we had something to show her that's different. So, we're just now getting to a point where if she goes to our website, she sees something different. If she goes to our stores, she'll see something different.

If she picks up a package on the shelf, she'll see something different. We wanted to bring her back and see something really different when she came back so that she could buy into the new value proposition. And so that was it. And I think we are extending those outreach programs more and more.

When we talk about testing some of the promotional activity with list, we did that so that we could refine our model going forward. And now is the time as we get to this critical mass of execution that we can actually start to outreach in a much bigger way, bring the list customer back.

And, yes, it will take some time to get her back in but bring her back, and let her see and experience the value proposition that we're trying to deliver for her..

Got it. Thank you..

Our next question comes from the line of Joe Altobello with Raymond James. Please go ahead..

Hey, guys. Good morning. So, Chris, I guess on this call this morning, you've expressed confidence that the initiatives that you guys have taken this year are going to drive growth with that list customer. And I remember last quarter you mentioned that it's taking longer than you anticipated. This quarter, obviously, the same issues.

But if you look at the list customer, I think last quarter, they were down three. This quarter, they were down three. So, we really haven't seen any impact on that customer. In fact, if anything, the refresh isn't – and other things that you've done have probably positively impacted the BCC customers.

So, in terms of your confidence, what's giving you confidence, or what are you seeing in the numbers, maybe coming out of the June quarter into August – into July and August that gives you confidence that you will start to see that improvement in that list customer?.

Well, listen, I think none of the stuff we're doing is – there's no crazy strategy in here, right? All we're doing is making the stores, new flooring, new graphics, new lighting, new cleaner cash-wraps, more defined categories in the store, easier navigation in store, better marketing that uses modern and digital channels, social channels, text messaging, modern-looking Web pages, better-looking products that in many cases hadn't been repackaged in 20 years and are now sitting in what we would consider to be salon-quality packaging.

These are all basic executional issues. So, the point was none of it got to a level where it was going to really dramatically change the experience until just now. And which that now we're beginning to overlay really great marketing messages delivered through modern mediums and I think Project Runway will just add to that.

And I can start to see her then coming back to the store and experiencing something different, because the things she's told us over and over again and as we've tested this both quantitatively and qualitatively is, listen, that value proposition of salon quality and a better value and backed by a Love It or Return It guarantee, that's a really good value proposition.

And we can deliver on it. We can uniquely deliver on it because we have a lot of our own brands in the mix that give us the margin capabilities to deliver on that promise. We have all the direct vendor sources and the experience in the industry to deliver on the promise.

We know the right new brands and new categories and segments to add as that evolves, and we're adding those things. And a great example of that is the neon color line in our color business. A lot of the retailers would never have gone into that line.

We're seeing tremendous uptick now as we've launched that product into our stores, and it's driving some of the improvement we want. So, the reality is it just took time. We've now got most of those things installed and up to a point where we're comfortable with them. I think we're going to see improvement in the list customer this quarter.

I'd be disappointed if we didn't. And that's what we got to be looking for. So, we'll keep driving it. I think you should expect us to be there on the coming quarters. If we're not, then we need to have another dialog, but I feel quite comfortable you'll see it..

Okay. Got you. And then secondly, in terms of the comp lift that you're seeing in those refresh stores. I think you and I had a conversation a few weeks back or a couple months back where you mentioned that you probably going to see at least a two to three point lift in comps in those refresh stores to kind of justify the investment.

Are you guys starting to see that type of lift?.

Yeah, I think I said one to two points, but yeah....

I'm an optimist..

I think the reality is, we're not going to release the exact numbers, but suffice it to say, we continue to see a comp lift that makes us want to invest in more.

And as we get to a thousand and the other thing that we're doing in this cycle is we're not only doing at our markets, we're also going back and finding our way to some of the oldest stores that had been sitting out there the longest that really didn't represent our brand well. And we're upgrading all of those.

I think there is between 100 and 150 of those that were more than 25-years old before they had been refreshed, and they really didn't represent our brand very well. So we're cleaning up all of those as well. And I'm excited for what those can do for us.

But, I do think you have to look at it as a total package because, right, a lot of these other things, as an example, when you think about the cash-wraps and the Nail Wall and the Lash Studio, the merchandisers that are going to go out in October, those hit 3,000 stores, right? And so, one is much deeper in terms of hitting an individual store in a more meaningful way, but some of the cost-cutting initiatives hit 3,000 stores at the time, especially color and care will do that in the second quarter of next year.

And those are much bigger moves in a way than a refresh move..

Okay. Got you. Thank you..

You bet..

Our next question is from Olivia Tong, Bank of America. Please go ahead..

Great. Thank you.

Chris, I'm just trying to understand, you've got a ton of initiatives in place, and I'd like to understand sort of given the fact that it's taken a bit longer for you to kind of get to the growth rates that you want to get to, can you help instill why you're confident that this is right path forward and that there doesn't need to be a greater assessment now of the action so far? Now, is there a possibility that this business is just meant to grow at a different normalized growth rate going forward because it doesn't seem like it's not for a lack of trying and I just want to understand your view there first..

Yeah. Well, listen. I'm the first to tell you that if a year from now we weren't seeing the moves then we would think very differently about this.

But, I just think it's unfair to think that way at this point in time because the reality is that although there's a lot of initiatives that are in the works, how many of those initiatives have actually affected the customer because it took time to bring them in to market, right? So, it's unrealistic to think that just the Nail Studio is going to change the Sally value proposition of the consumer.

You have to get to a critical mass of both refresh stores and refresh sections of the store before the consumer is even going to notice the difference. If I look at our integrated marketing plan and when I would consider it to be running at full speed, I wouldn't have said it was at full speed until June, maybe June, July.

So, we have a month under our belt of our marketing program running at full speed. Is that enough time to give it before you feel like you can really change the message to the customer? E-commerce, I think that platform got done a little a bit earlier, but it wasn't really mobile responsive until about two to three months ago.

And then if you look at the upgrading of the packages that are sitting on the shelves in our store, we're probably 40% to 50% down the path of changing and upgrading those.

So, I think it's just, although there's a lot of initiatives underway and of course, we've been talking about those initiatives, the reality is, at what point in time do all those initiatives combine and come together to affect consumer behavior? I'd say we're a couple of months into that.

And that's why we believe we're going to start seeing it now, is that they are all coming together now..

Got it.

Maybe, do you have any metrics that you can provide, whether it be like ads in markets where you have made changes, something like that, to kind of help us understand the confidence behind the fact that once these all sort of come to fruition and you get to that sort of point where it's not only in the market for a month, two to three months or what-have-you, and that by next year when most of these initiatives have been in place for about a year, that comps will start to improve by then?.

Yeah. I don't know how I would help you with that because the reality is there is no market where all the initiatives came together faster than another one. Have we been testing various marketing campaigns differently? Sure. We test alternative marketing campaigns and other things around, but I don't think there is one market that move faster.

The only thing I can tell you is that the refresh stores are performing better than all the other stores in the network.

But my expectation is that by the time you take the refresh, the upgraded sections, the integrated marketing, the upgraded packaging and all of those pieces come together, that's the real measure of performance, and there is no section of the country that got that earlier than others. Effectively, they are all getting it at about the same time..

Okay, got it. And then on the refresh stores versus the non-refresh stores, can you give any sense of order of magnitude, just on that particular metric, on the same-store sales performance or the uptake in terms of non-BCC customers or something along those lines to help us understand the magnitude of, at least that one initiative that's -.

I think all I'd say is that we've said that it would take 100 basis points to 200 basis points to make us believe it was a good thing to invest in, and we continue to invest in it. So, the reality is we're comfortable we can do that.

And, again, I think the bigger win is not just the refreshed store, it's the refreshed store with new packaging in it, new sections in it and new marketing behind it. That's the bigger win because in many cases, the refresh was simply an upgrade of things that probably should have been done over the last five years.

So, the reality is the entire package is getting there now, and that's why we're so confident you're going to start seeing it in the coming quarters..

Got it. Thank you..

You bet..

We have a question from the line of Mark Altschwager with Robert W. Baird. Please go ahead..

Good morning. Thanks for taking the question. You talked a lot about the list customer. I just wanted to touch on BCC a bit more for a second. It sounds like sales trends there have been fairly consistent, but you've now had a few months of the benefit from the ramped-up CRM marketing initiatives.

Just any early takeaways there on the CRM front and any adjustments that are being made would be helpful?.

Yeah, quite a few, because we're seeing some great productivity with certain types of CRM programs. And what that's leading to is us to re-evaluate our media mix and marketing mix. And so, one of the things you're going to see us do probably in the coming quarters is testing what I call some more aggressive shifts in the media mix.

We'll probably test that market-by-market for a few months, because it's such a big bet and it has such a potential to change the game. But, my guess is what we'll do is we'll test it for a quarter in a limited set of markets and then see how expansive we can make that as we go into next year.

But it is opening up some great insights into other ways we can effectively shift our marketing and media mix, which – I think the other side is it may help us be less promotional over time, which is, we can get much more relevant messages to her about needs she has with specific products and specific purchase interests, and be less blunt instrument promotional about 20% off or 2-for-1s or buy one get one frees, and things like that..

Do you think that the CRM initiatives had any positive benefit to comps for that customer set in the quarter?.

My guess is some small, but not much..

Okay. Great..

I think you'll see more of it in the next two..

Thank you. Then switching gears real quickly. Been an active M&A environment in the sector.

Can you just update us on Sally's appetite on that front? And then relative to recent quarters, how do you view the pipeline of opportunities that may fit within your wheelhouse?.

I think the pipeline looks pretty good. They're mostly smaller, under the radar opportunities that you'll probably hear more about in the coming quarters, but there are both some brands that are attractive, as well as some new territories and other businesses that may be attractive. And that pipeline seems to be building right now.

I'm not sure if it's because people are foreseeing the ends of – coming for low interest rates or what. But the net result is we're seeing that actually building, but mostly in what I'd call the mid-market, not really the bigger transformational type stuff..

Thank you, and best of luck..

You bet. Thank you..

And our last question comes from the line of Linda Bolton Weiser, B. Riley. Please go ahead..

Hi. So, in various conversations over recent months, and looking at what's been going on with your non-BCC and the listed and non-list, the same-store sales growth, my understanding was that it's always been the case that the non-BCC sales growth is always negative and that the idea is to narrow the gap between the two groups of sales performance.

Is that the case? Or are you actually shooting for increases in BCC sales growth because that – and is that different than historically has happened in the company?.

Well, listen, I mean, long time ago, it was not the case. In the last three, four years, it was declining much more significantly. So, it was declining high-single digits at one time a couple of years ago. I think your answer – I think our first aspiration is to get it as close to zero as we can, because you're right.

If you've got it close to zero and BCC is still growing, chances are that means you're positive because you're recruiting people over into the BCC program. So, right now, our aspiration is to bring it back from where it was, high-single digits. It's now low-single digits.

We'd love to see it get as close to zero as possible if we – I would love to see it be positive. I think it can be positive in the future. But that's not our immediate, short-term aspiration. Right now, it is.

If we had a mix where BCC was growing 7% to 8%, list was between zero and minus 1% and pro was flat to plus 1%, we'd be very happy with that in the short term..

Thanks. And can I just ask also about the TV initiative? It seems to me that several years ago, Sally Beauty tested doing TV advertising. And I know it was probably a little different than this Project Runway.

But I'm curious why you think this is going to be effective and that was tested in the past was not?.

Well, I encourage you to watch the show tonight. The reality is what's great is the fit with our brand value proposition. The stylist backstage will be preparing models to go onstage using our products in a Sally-branded studio, and giving recommendations to consumers about how to use those products to achieve the look they want to look to achieve.

And the reality is that it's such a perfect fit with our brand and what we're trying to offer, which is salon quality solutions at a better value, that I can't imagine a better sponsorship or fit for us. So you go watch it and judge for yourself. We have a terrific stylist there named Gregory Patterson. He's a great advocate for the brand.

He offers great value-added solutions to consumers, but does it in a way that doesn't feel – it feels very credible, doesn't feel false or commercial. And you'll see it woven into the content of the show rather than a crass commercial type approach.

And I think that's exactly what we want to achieve in terms of being able to say to consumers, these are salon-quality solutions..

Okay. Thanks very much..

You bet..

Thank you, all, for joining us today. And just to summarize, we remain confident in our ability to drive performance in Sally Beauty, and we remain excited about the momentum we're achieving in BSG. And you can trust that we are committed to making the investments in the business that will drive growth and long-term returns for our shareholders.

Have a good afternoon and I look forward to seeing you all soon..

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