Regis Corporation

Good morning, and thank you for joining the Regis Third Quarter 2021 Earnings Release Conference Call. All participants are in a listen-only mode. After the prepared remarks by our Chief Executive Officer, Felipe Atayde, and Chief Financial Officer, Kirsten Zupfer, we will have time for questions. Please use the chat feature or raise your hand feature to ask a question. Joining Felipe and Kirsten are Amanda Russin, our General Counsel, and Jim Lane, our Portfolio Brand President. I am your host, Biz McShane, ABP Finance. As a reminder, this conference is being recorded. Before I turn the call over to Felipe, I would like to remind everyone that the language on forward-looking statements included in our earnings release and 8-K filing also apply to our comments made on the call today. These documents can be found on our website, www.regiscorp.com backslash investor relations, along with any reconciliation of non-GAAP financial measures mentioned on today's call with their corresponding gap measures. With that, I will now turn the call over to Felipe.

Thank you, Biz. Good morning and thank you for joining us. Q3 of fiscal year 21 has been an important quarter when it comes to progress on key initiatives that are critical to Regis' long-term business model as a technology-enabled, fully franchised asset-light organization. And while the effects of COVID-19 are still ongoing and evident in our results, we remain confident about our business and our brands getting back on track as we emerge from the pandemic. Before we jump into our key initiatives, I'll focus on recent sales trends and provide some color on consumer behavior. Outside of government-imposed restrictions and closures, which have been most prominent in California and Ontario, we continue to see a very linear correlation between traffic counts and the level of disruption to people's daily routines. such routines being typical demand drivers for hair salon services. Despite the challenges of looking at comp figures as we start to lap the pandemic, we have seen an important quarter-over-quarter recovery in comp traffic to the magnitude of 10 points. Furthermore, in states where daily routines have been disrupted the least, such as Texas or Florida, comparable sales figures are performing 5 to 15 points better than most restricted states such as California or Massachusetts. We also see a very linear correlation between urban density and traffic counts, with denser areas such as downtown locations performing significantly worse than suburban locations, which is also an important proxy for the impact of daily routine disruptions as customers work from home. During the month of April, we conducted extensive research to assess what the return to normal in hair care looks like and discovered some key learnings. For those who have returned to salons, Most are currently spending what they would have spent before the pandemic. Those spending more are fixing do-it-yourself efforts, while those spending less are facing economic instability or have found cheaper options they are sticking with. For this latter group of customers, we believe Regis' focus on value brands will be an important strength as our salons provide a cost-effective alternative to higher-priced brands. The pandemic has also clearly brought a heightened awareness to health and safety in our business. As such, we believe our best-in-class focus on health and safety in our salons will draw both customers and stylists to our brands. This is something I can personally attest to both as a customer of our brands and through my frequent salon visits around the country. We have also found out that as salon routines start to resume, customers are shopping around more than usual. with 50% of survey respondents open to trying new salons and 75% of respondents being at least somewhat open to switching salons. Our brands are ready to welcome this group of new customers with our safe salon commitment and highly trained stylists who will get them in and out of the salon quickly and with great value for money, which are top considerations for trying new salons. In addition to demand returning, we believe we're well positioned to capitalize on a change in salon supply, According to the Wall Street Journal, Federal Reserve economists have reported that barbershops, nail salons, and other providers of personal services appear to have been hit the hardest by the pandemic, accounting for more than 100,000 closures above and beyond historically normal levels between March 2020 and February 2021. We believe Regus brands are well-positioned to fulfill this gap and capture market share. Turning to our business, I'm excited to report on the progress we've made on three very important initiatives as we continue to transition to a fully franchise model. Our proprietary POS and salon management system, Open Salon Pro, our re-franchising efforts, and our zero-based budgeting initiative. I will also cover some important changes to Regis' merchandising strategy moving forward that ties into our strategic shift to an efficient asset-light model. Over the past months, we have been laying the foundation and building capabilities that will allow us to drive traffic into our salons. Open Salon Pro represents the core of these capabilities as it will feed regions with critical business information through transactional level data. We are in the process of building a robust business analytics platform and team around the data set that Open Salon Pro will provide, transforming us into a data-driven organization. This data will enable us to drive traffic into our salons based on measured behaviors, as well as to unlock the ability to implement relevant promotions, loyalty programs, and product sales initiatives. I am proud to share that, as of this week, we have over 1,700 salons with signed contractual commitments to OSB, representing 35% of our franchise locations. Of these 1,700 salons, about 1,200 are currently live, including the entire portfolio of our largest franchisee, the Align Group, currently running OSB in all of their 380 salons. As mentioned on previous earnings calls, we will begin mandating OpenSalon Pro over the course of this calendar year so all of our brands can benefit from our new technological capabilities. Our California-based team of product engineers continues to work hand-in-hand with our business leaders and franchisees to develop new solutions and capabilities to further automate our salons and manage the customer journey, from digital demand generation to appointment booking to payments at checkout. Over the past three months, we have continued to create new report builders so franchisees can customize the way their organizations see data, roll out enhancements to Open Salon Go, a mobile app platform that puts real-time salon information at the fingertips of our franchisees, and made performance enhancements to our cloud infrastructure. One of the most rewarding parts of my recent salon visits has been my interaction with stylists and franchisees when it comes to OSP functionalities. They have been very complimentary of the ease of use and robustness of feature set while providing real-time feedback to enhance the platform. In many instances, I have called our CTO directly from the salons to make suggestions or request modifications. The responsiveness of our product engineering team in Fremont has been unparalleled and remains a critical component to building out this differentiated platform. During our Q2 earnings call, I mentioned we were exploring strategic partnerships as we looked into the market opportunity of growing OSB beyond the Regus family of brands. To date, we've had a number of exciting conversations with potential partners, further reinforcing our confidence in the robustness of our platform as a competitive software-as-a-service solution for the beauty and wellness industries. Moving on to our efforts of re-franchising corporate salons to our franchise partners. Since the end of Q2, we have transitioned another 235 salons into new franchise ownership, 109 of which occurred during the month of April, which represents the most transitions in a single month since March 2020. Having moved away from our past practice of transacting a small number of salons, our new typical buyer for corporate salons is either one of our large, well-capitalized existing franchisees looking for growth opportunities, or sophisticated multi-unit retail franchisees from other industries who see current market conditions as an attractive opportunity to enter the hair salon business. We are really proud of the progress we have made on venditions, where we allocated every single salon to either a deal or a strategic closure. By the end of this fiscal year, we expect to have 250 to 300 company-owned salons remaining, all of which are either due to a contractual arrangement in which the salon cannot be sold, or be just proactively taking the stance it would not benefit a franchisee to take these salons on as part of their portfolios. The majority of the remaining portfolio will be closed as leases run off over the course of their terms. However, we believe this number can still be lower as we continue to work closely with landlords around the country on solutions for early exits. Turning to our zero-based budgeting process, which is now nearing its final stages. As a reminder, the core of this process for Regis was a zero-based organizational design, a process that designs our entire organizational structure from the ground up based on the roles and capabilities that we will need as a fully franchised business. We've already completed the exercise of documenting the right work for each function, defining the right size of each team based on resources and priorities, and the right structure to succeed as an organization. We're now finalizing the G&A budget which is an outcome of this entire process and will align our overall G&A to the current reality of our business while ensuring we have the right capabilities for growth and success. In parallel to the zero-based organization process, our team is conducting zero-based budgeting for all non-people G&A expenses, whereby each department lead has to justify every dollar in their budget submission, while the ZBB team ensures consistency, sets policies, and defines clear priorities as to where we will spend our G&A. As both work streams are finalized over the next few weeks, we will lock our fiscal year 22 G&A budget and kick off the ZBB tracking and monitoring process, which will set up the business routines and processes to manage actual versus budget throughout the year. Lastly, and very much in conjunction with the ZBB process and transition to a fully franchise model, we have made an important change to Regis' retail product strategy Given the role of retail sales as a major potential driver of top-line revenue growth, unit economics, and importantly, stylist compensation, although Regis' legacy systems and supply chain infrastructure were well-suited for distributing to a network of company-owned salons, the cost of carrying such infrastructure when taking into account franchise unit economics was inadequate to both cover our costs and adequately service our franchisees. Therefore, Consistent with our asset-light model, we have made the decision to transition away from our wholesale distribution. Moving forward, our franchisees will source retail products from approved industry-leading partners. This new strategy will allow Regus to unload a considerable amount of G&A and lease liability and free up a substantial amount of working capital while focusing on our core competencies of owning brands and driving franchise performance. along with providing our salons with best-in-class sales support and stylist education through our distribution partners. Regis' franchise product sales division will wind down throughout this calendar year as our franchisees gradually shift into sourcing retail products from the new distributors. We are in the process of finalizing agreements with the new partners and will make an official announcement in the coming weeks once the process is complete. To wrap up, we are proud of the progress we have made against our key initiatives that will put us in the best position to optimize our brands and support our franchisees. While there is still much work to be done, we're putting in the hard work, not cutting corners, and taking the necessary steps to lay the foundation for the future of Regus. This is not an overnight job, but with the commitment of our great team and franchise partners, we believe we're positioning Regus for sustained growth. Thank you very much for joining us. We appreciate your interest in Regis, and I will now turn it over to our Chief Financial Officer, Kirsten Zupfer.

Thanks, Felipe, and good morning. Yesterday afternoon, we reported on a consolidated basis third quarter revenues of $100 million, which represented a 35% decrease from the prior year. This decrease is consistent with our transition to an asset-light franchise model and also reflects lower traffic levels, which are primarily the result of the COVID-19 pandemic. California and Ontario experienced government mandated closures for most of January and into February, which also contributed to the decline in revenue. These locations accounted for approximately 15% of our fleet. In Q3, we reported a decline in system-wide comps of 21%. While system-wide comps were down 21% in the quarter, We are pleased that system-wide comps improved approximately 11% from down 32% in Q2 to down 21% in Q3. We reported an operating loss of $19 million during the quarter, which includes a $5 million non-cash inventory reserve charge associated with the change in our merchandising strategy that Felipe just described. Third quarter consolidated adjusted EBITDA loss was $20 million, which is 26 million lower versus Q3 of 2020 and was driven primarily by the decrease in the gain associated with the sale of company-owned salons of $14 million and the planned elimination of the EBITDA that had been generated in the prior year period from the net 519 company-owned salons that have been sold and converted to the franchise portfolio over the past 12 months. In Q2 2021, our adjusted EBITDA loss was $18 million. However, when normalizing EBITDA for the loss from venditions in both periods and one-time non-cash inventory reserve charge in the third quarter of fiscal 2021, adjusted EBITDA for Q3 was a loss of $10 million versus a loss of $14 million in Q2, representing an improvement of $4 million from Q2 to Q3 due to improved comps and lower G&A. It's worth noting that Q3 adjusted EBITDA included $13 million of losses related to our company-owned salon portfolio that will be dramatically reduced as we continue our transition to fully franchise business model, which, as Felipe mentioned, we are making strong progress towards. Looking at the segment-specific performance and starting with our franchise segment, Third quarter franchise royalties and fees of $24 million increased $15 million, or 171%, versus the same quarter last year. The majority of the year-over-year increase was due to the refunding of $15 million of cooperative advertising funds in the prior year, which was entirely offset in site expense and had no impact on operating income. Franchise same-store sales were down 19.3%, primarily related to decreased traffic due to the pandemic. While franchise same-store sales were down 19.3%, this represents an improvement from down 31% in Q2. As I mentioned earlier, government-mandated temporary closures, most significantly in California and Ontario, also contributed approximately $1.5 million to the decline in royalties and fees. Offsetting these segment declines was the growth in our franchise base, which now represents 87% of our portfolio. Product sales to franchisees decreased $2 million year over year to $13 million, driven primarily by the decline in traffic. Third quarter franchise EBITDA of $12 million was flat year over year, driven by increased salon count offset by reduced royalties. Turning now to the company-owned salon segment, third quarter revenue was $32 million, a decrease of 66 million, or 67%, versus the prior year. The impact of COVID-19, along with the year-over-year decrease of 989 company-owned salons over the past 12 months, were drivers of the decline. The decrease in company-owned salons can be bucketed into two primary categories. First, the conversion of a net 519 company-owned salons to our AssetLite franchise platform over the course of the past 12 months. of which 126 were sold during the third quarter. Second, the closure of approximately 474 company-owned salons over the course of the last 12 months, most of which were underperforming salons at lease expiration and dilutive to our profitability. Third quarter company-owned salon segment adjusted EBITDA decreased $12 million year over year to a loss of $13 million. Consistent with the total company consolidated results, the unfavorable year-over-year variance was driven primarily by the elimination of the adjusted EBITDA that had been generated in the prior year period from the company-owned salons that were sold and converted into the franchise platform over the past 12 months. As it relates to corporate overhead, third quarter adjusted EBITDA loss of $19 million decreased $15 million from a $4 million loss in the prior year. This decrease is driven primarily by the $14 million decline in net gains, excluding non-cash Goodwill D recognition in the prior year, from the sale and conversion of company-owned salons, partially offset by the net impact of management initiatives to eliminate non-core, non-essential G&A expense. As Felipe mentioned, we are wrapping up the ZBB work and are pleased with the insight we've gained through the process. We have identified significant cost savings, but we have also identified areas where we need to invest in new operational functions as a world-class franchisor. The work is being finalized and we expect to provide more visibility to our future G&A run rate at our fourth quarter earnings call in August. Turning now to the cash flow and balance sheet, we continue to maintain our positive overall liquidity position. As of March 31st, we had liquidity of $133 million, This includes $99 million of available revolver capacity and $35 million of cash. To the best of our knowledge and based on our current liquidity position and forecast, we believe we have adequate liquidity to run our business and support our growth initiatives. In the third quarter, we used $14.5 million of cash operating the business. This is a decrease of $22 million from a second quarter cash use of $37 million. Consistent with the last few quarters, I'm going to dive into the details regarding cash use, as there are a few one-time cash benefits and uses in Q3. In Q3, improving comps drove cash collections and cash flows benefited $4.5 million due to fewer inventory purchases related to skew rationalization and our transition to our merchandising strategy. This benefit is expected to continue into the fourth fiscal quarter, but is not expected to significantly impact next fiscal year. During Q3, we used approximately $3 million to pay rent due from fiscal year 2020. While not 100% cut up, future cash flows similar to Q3 will be much less burdened by prior period expenses. Removing the inventory benefit and the catch up of rent payments Our pro forma cash use in Q3 was $16 million. We expect fourth quarter cash use to increase slightly from Q3 pro forma levels due to expected one-time cash uses in the fourth quarter. As Felipe mentioned, we continue to make progress toward our goal of a fully franchised asset-light organization. We have worked hard over the last few months and now have a strategy in place for every remaining company-owned salon. whether that be allocated to a deal or a strategic closure to help the overall remaining portfolio. At June 30th, we expect to have approximately 250 to 300 company-owned salons remaining, of which the majority will be closed in an orderly fashion over their remaining lease terms, which on average is 22 months prior to any early exit negotiations. On the balance sheet, I wanted to remind you that the lease liabilities of $659 million represents liabilities for both our corporate and franchise locations. Approximately 84% is serviced by and personally guaranteed by our franchisees. Additionally, the liability on our balance sheet includes the lease payments for the current term of the leases, plus one option period for SmartStyle and Supercut salons, which overstates the rent payments that Regis has committed to. Excluding the option period, our total lease liability would be approximately $414 million, which is approximately $245 million less than the $659 million shown on our balance sheet. To take it one step further, only 15% of the $414 million, or $61 million, is the lease exposure on the company-owned salons. Before wrapping up, I thought I'd spend a few minutes on the business and industry. According to a McKinsey & Company COVID-19 U.S. Consumer Pulse Survey, vaccinated people expect their routines will return to normal by the end of this year. More than half of the respondents said they plan to treat themselves in 2021 and beauty and personal care was only behind dining out, travel, and apparel categories. According to the same McKinsey study, consumers with under $100,000 in household income have changed their buying behavior to trade down to less expensive brands. As the same trade down may occur with personal services, we believe our Regis family of brands is well positioned to welcome these new customers to our value salons. Our salon traffic improved in March and continued to improve in April. Parts of the country like Texas, Florida, Oklahoma, and Nebraska, which represent approximately 30% of our salons, that have had less restrictions during the pandemic are performing five to 15 basis points better than the rest of the country. Combination of our own traffic trends, consumer research, and external positive indicators fuel our confidence that Regus will be a major player in the salon industry comeback in 2021 and 2022. In closing, we remain optimistic. Our progress on key initiatives accompanied with encouraging trends has us feeling very confident as we wrap up fiscal year 2021 and move into fiscal year 2022. This concludes my prepared remarks. I would like to thank you for your continued support and interest in Regis. And we'll now turn the call back to Biz for questions.

Thank you, Kirsten. As we move to the Q&A section of the presentation, please remember to unmute before you ask your first question. One moment, please, for our first question. Our first question is from Laura Champagne from Loop Capital.

Please go ahead, Laura. Thanks for taking my question. It is really on the transitions to a franchised model. As you decide which stores just are not suitable to be to be franchised, kind of where are you setting the hurdle rates for the stores that you, or the salons that you intend to vendition as opposed to the ones that will just close?

Hi, Laura, it's Kirsten. I'll take that question. As it relates to the salons that we don't expect to vendition, some of those contractually we cannot vendition. And then others, you know, There's a couple different components that we look at when looking at those salons, one of which is location, other is the economics of that particular salon, and then also the brand also plays in. So each salon that we look at is unique, but there isn't a specific threshold in terms of economics that just pushes it over to one side or the other. It's a combination of many factors in determining whether or not we should bendition those locations.

And hey, Laura, Felipe here. So just to give you more clarity on that, to Kirsten's point, it's not that we have a hurdle rate for an individual salon, but rather we try to build healthy, viable portfolios to the incoming franchisees, right? So a good example to give you, we had a 60 salon transaction in one of our geographies, which we end up making into a 160 salon transaction, right? So we added 100 salons to a portfolio of 60, which we made into 160. If you look at this delta of 100 salons that were added, you know, 40 of them probably would have been not viable on a standalone basis, right? Probably these would have led to the closure of those 40. But the aggregate portfolio of 160 is very viable. It's a healthy one. It provides, you know, the incoming franchisee with a very interesting position, you know, from where to consolidate, you know, with the opportunity of acquiring franchisees and, you know, in those geographies in the surrounding areas, and also a good position from where to grow Greenfield. So we have this very holistic, you know, portfolio-centric view, and that's how we've approached them. So to Kirsten's point, you know, a lot of those, you know, 250 to 300 salons that we expect to, you know, remain in Opco and then, you know, run off the leases from there, you know, either we could not contractually transfer or we believe that, you know, as part of portfolios, they probably wouldn't have been viable to the health of our franchisees. So, you know, we want to make sure that our franchisees are going to be into a very viable position moving forward economically so they can prosper and grow.

Got it. And this just may be mechanics on a business that I think you're discontinuing anyway, but it looks like for your company-owned stores, the product sales were actually loss creating. So the gross margin looks negative if I go through your queue today. What drove that? And how could we, any kind of pointers you can give us to model the wind down of your in-house managed product line? would be helpful.

Laura, the largest driver of that is the inventory reserve that we recorded in the quarter to the tune of $5 million. So that's the largest driver of that cost of sale, non-cash, one-time charge that we took in the quarter.

Got it. Thank you.

Thank you, Laura.

Okay, our next question is from Steph Wisnik from Jefferies. Please go ahead.

Hi, it's Grace Meng on for Steph. Can you hear me okay? Yes, we can. Thank you. Great. So I have a couple of questions. The first being on the monthly cadence that you saw in the quarter. So within that down 20% number, was there an acceleration into March or any color you can give there?

Hi, Grace. It's Kirsten. Yeah, you know, as it relates to kind of the month-to-month progression in comps, we kind of saw it sit in a similar range for the entire quarter. You know, maybe a little bit of recovery in January, February, and into March, but nothing significant.

Okay, great. Thanks. And then pivoting to the rollout of the Open Salon Pro, which appears to be ahead of plan, can you remind us how that value flows through the P&L? Is it in royalties and fees? Is there a pass-through for hardware sales?

Yeah, so again, this is Kirsten. Two components to this. There's the hardware component. So franchisees are purchasing the hardware when they migrate to Open Salon Pro. That's coming through the royalties and fees line. And then the other component of it is the monthly subscription. So that also is for each location, they pay a monthly subscription that also runs through the royalties and fees line in the P&L.

Okay. Got it. Thank you. That's helpful. And then on G&A, can you just give us a framework for what level of G&A you need to support the business and how you think about the dollars per salon in the future periods?

Yeah, as we mentioned in the call, we're still wrapping up the ZBB process and going through it. I don't know how familiar you are with how that process works, but we're going through what we kind of call negotiations in terms of the GNA spend for next year and future years. So at this point, I'm asking people to hold tight until we can share that information in our fourth quarter earnings call. Okay, that makes sense.

Thanks. And then lastly,

Just a quick comment, right? So, the balance here is, look, to adjust the G&A to the current realities of the business while still keeping our capabilities, you know, to grow from here and have a, you know, sustainable level of support to our franchisees, right? So, that's the balance that we're going to strike. You know, to Kirsten's point, you know, please hold on until, you know, until Q4 when we're going to be able to, like, share with you with more details, but the process is very much on track and, you know, You know, it's been very meticulous so far.

Okay. Thank you for that caller. And then just lastly, if you could share some more about the external distribution partnership for product and how the economic benefit goes to Regis, and then do you get a referral fee or sales loyalty for the business you direct to the distributor? Sure.

Yeah, hey, Grace, Felipe here. So look, since we're still in negotiations with the partners, I mean, we prefer not to disclose too much right now about the model and the economics, but more to come later. As we finalize those deals, we're gonna come up with a press release kind of announcing a little bit more of how this is gonna play out, but we're still in the process. But the important thing here is, We are changing the model right away from being wholesale distributors ourselves such that we can focus on our core business, which is, you know, managing brands and managing a franchise system, right? We're going to leave product, you know, in the hands of partners that can help, you know, our franchisees with, you know, much stronger sales support, you know, stylist education. We're going to focus a lot on our, you know, private label brands as well, you know, which are more profitable to our franchisees, right? So we're going to focus on the core business. of what we do as a franchise company and then have merchandise in the hands of the experts here. But as soon as we finalize those deals, we will offer you more color.

Great, thank you so much.

That concludes our question and answer. We thank you for joining us this morning. A reminder that this webcast recording will be available on our website later today. Thank you and have a great day.