Regis® reports fourth quarter and full year 2019 operating results and announces its decision to transition the balance of its company-owned salons to a fully franchised model
Minneapolis--(business wire)--regis corporation (nyse: rgs): three months ended june 30, twelve months ended june 30, (dollars in thousands) 2019 2018 (1) 2019 2018 (1) consolidated revenue $248,190 $300,383 $1,069,039 $1,235,479 system-wide sales (2) $461,088 $473,216 $1,821,645 $1,892,702 system-wide same-store sales comps (0.7 )% 0.7 % (0.5 )% 0.9 % system-wide same-store sales comps, excluding tbg mall locations (3) — % na (0.1 )% na franchise same-store sales comps, excluding tbg mall locations (3) 0.1 % na 0.3 % na franchise same-store sales comps (4) (1.3 )% 0.8 % (0.7 )% 2.1 % company-owned same-store sales comps (0.1 )% 0.7 % (0.4 )% 0.5 % net (loss) income from continuing operations $(5,265) $5,499 $(20,122) $59,621 diluted (loss) earnings per share from continuing operations $(0.14) $0.12 $(0.48) $1.27 ebitda (5) $950 $23,881 $26,272 $5,321 as a percent of revenue 0.4 % 8.0 % 2.5 % 0.4 % as adjusted(6) consolidated revenue, as adjusted $248,190 $300,383 $1,069,039 $1,233,418 net income, as adjusted $24,614 $8,968 $59,375 $22,713 diluted earnings per share, as adjusted $0.62 $0.19 $1.38 $0.48 ebitda, as adjusted (5) $39,390 $29,335 $122,295 $87,436 as a percent of revenue, as adjusted 15.9 % 9.8 % 11.4 % 7.1 % ____________________________________ (1) amounts for fiscal year 2018 have been adjusted to account for the adoption of "asc 606 - revenue from contracts with customers." (2) system-wide sales represent total sales at franchise and company-owned locations, excluding tbg mall locations. (3) same-store sales include salons that have been a franchise location for more than one year, therefore tbg mall locations are not included in 2018 same-store sales. (4) franchise same-stores sales included north american tbg mall locations through june 27, 2019. (5) see gaap to non-gaap reconciliations, within the attached section titled "non-gaap reconciliations" for a reconciliation of ebitda to adjusted ebitda (6) see gaap to non-gaap reconciliations, within the attached section titled "non-gaap reconciliations". regis corporation (nyse: rgs), a leader in the haircare industry, whose primary business is franchising, owning and operating hair salons, today reported fourth quarter 2019 net loss from continuing operations of $5.3 million, or $0.14 per diluted share as compared to income of $5.5 million or $0.12 in the fourth quarter of 2018. the company's reported results include $33.5 million of non-cash goodwill derecognition associated with the sale of 265 salons to franchisees and net $4.8 million of other discrete costs. excluding discrete items, and the losses from discontinued operations, the company reported fourth quarter 2019 adjusted net income of $24.6 million, or $0.62 per diluted share as compared to $9.0 million, or $0.19 per diluted share for the same period last year. the year-over-year increase in adjusted net income was driven primarily by the increase on the gain on salons sold to franchisees, excluding non-cash goodwill derecognition. total revenue in the quarter of $248.2 million decreased $52.2 million, or 17.4%, year-over-year driven primarily by the closure of a net 214 salons, the conversion of 767 company-owned salons to franchised locations over the past 12-month period, a reduction in product sales to tbg and a decline in company-owned same store sales of 10 bps. the negative company-owned same-store sales performance was the result of a 4.3% decline in year-over-year transactions, partially offset by a 4.2% increase in ticket. fourth quarter adjusted ebitda of $39.4 million increased $10.1 million versus the same period last year. excluding the $26.1 million and $2.2 million gain from the sale of company-owned salons during the current and prior year, respectively, adjusted ebitda of $13.3 million was $13.8 million or 50.9% unfavorable versus the same period last year driven primarily by the elimination of ebitda that had been generated in the prior year period from the 767 company-owned salons that were profitably sold and converted to the company’s asset-light franchise portfolio over the past 12 months. on a full year basis, adjusted ebitda of $122.3 million increased $34.9 million versus the same period last year. excluding the $70.0 million and $4.1 million gain from the sale of company-owned salons during the current and prior year, respectively, adjusted ebitda of $52.3 million was $31.0 million or 37.2% unfavorable versus the same period last year driven primarily by the elimination of ebitda that had been generated in the prior year period from the 767 company-owned salons that were profitably sold and converted to the company’s asset-light franchise portfolio over the past 12 months. hugh sawyer, president and chief executive officer, commented, “after more than two years of carefully planned evolution we have identified and confirmed a compelling vision for regis as a capital light, high growth, technology enabled franchise company.” mr. sawyer concluded, “although the transition to a capital light franchise model will initially have a dilutive impact on the company’s adjusted ebitda, we are convinced that a fully franchised business that generates a higher return on its capital will prove to be in the best long-term interests of our shareholders.” the company announces its intent to convert to a fully franchised model an important component of the company’s multi-year transformation has been to convert its company-owned salons to a capital-light franchise platform where it is in the best economic interest of its shareholders. at the same time, the company has continued to make strategic investments in key elements of the future state of its business through disruptive technology, differentiated marketing and advertising, industry leading stylist recruiting and training, enhanced supply chain capabilities, introduction of trend-driven merchandise and the establishment of core competencies needed to support the growth of the company’s franchise portfolio. given the success to date of the company’s effort to profitably sell and convert company-owned salons into its franchise portfolio, the company has reached the decision to fully franchise its remaining company-owned portfolio of salons. in doing so, the company anticipates that a fully franchised portfolio will drive the following benefits: improvement in the company’s return on capital given the capital-light nature of the model a more simple business model resulting in predictable operating cash flow and providing a platform for sustainable organic growth owners that are able to consistently deliver a better and more localized service experience to our customers franchise partners that are a source of the new ideas and services needed to continually refresh the company’s brands franchising enables regis to consolidate its disparate brands from more than 50 banners to five core brands: supercuts®, smartstyle®, cost cutters®, first choice haircutters® and roosters®, a barber brand that the company believes it can scale with our franchise orientation. a fully franchised model will also support a modest number of company-owned salons to test new services, merchandise, operating concepts or technology. the company anticipates that it may require 18 to 24 months to complete its conversion to a fully franchised portfolio. the company also noted that as of the end of fiscal 2019, approximately 1,300 company-owned salons, or approximately 48% of the remaining company-owned portfolio, are in various stages of negotiation to be purchased by new or existing franchisees. fourth quarter segment results franchise three months ended june 30, increase (decrease) twelve months ended june 30, increase (decrease) (dollars in millions) (1) 2019 2018 (2) 2019 2018 (2) revenue product $ 11.6 $ 9.8 18.4 % $ 42.9 $ 34.6 24.0 % product sold to tbg mall locations 0.5 6.2 (91.9 )% 17.0 19.1 (11.0 )% total product $ 12.1 $ 16.0 (24.4 )% $ 59.9 $ 53.7 11.5 % royalties and fees 26.0 20.9 24.2 % 93.8 77.4 21.2 % total revenue $ 38.1 $ 36.9 3.3 % $ 153.7 $ 131.1 17.2 % franchise same-store sales comps, excluding tbg mall locations (3) 0.1 % na 0.3 % na franchise same-store sales comps (4) (1.3 )% 0.8 % (210) bps (0.7 )% 2.1 % (280) bps ebitda, as adjusted $ 10.6 $ 10.3 2.9 % $ 38.7 $ 36.0 7.5 % as a percent of revenue 27.9 % 27.9 % (0) bps 25.2 % 27.5 % (230) bps total franchise salons (5) 3,951 4,114 (4.0 )% as a percent of total company-owned and franchise salons 56.0 % 50.9 % ____________________________________ (1) variances calculated on amounts shown in millions may result in rounding differences. (2) amounts for fiscal year 2018 have been recast to account for the adoption of "asc 606 - revenue from contracts with customers." (3) same-store sales include salons that have been a franchise location for more than one year, therefore tbg is not included in 2018 same-store sales. (4) tbg mall locations same-store sales were included in franchise same-stores sales until june 27, 2019. (5) as of june 27, 2019 tbg north american mall locations operate under a license agreement so they are excluded from salon count. fourth quarter franchise revenue was $38.1 million, a $1.2 million, or 3.3% increase compared to the prior year quarter. royalties and fees were $26.0 million, a $5.1 million, or 24.2% increase versus the same period last year driven primarily by increased franchise salon counts. product sales to non-tbg mall locations were $11.6 million, a $1.8 million, or 18.4% increase versus the prior year primarily driven by the increase in franchise salon counts. these increases were partially offset by a $5.7 million decrease in product sales to tbg mall locations. franchise adjusted ebitda of $10.6 million improved $0.3 million, or 2.9% year-over-year, primarily driven by the increase in salon counts, partially offset by planned strategic g&a investments to enhance the company’s franchisor capabilities and to support the increased volume and cadence of transactions and conversions into the franchise portfolio along with a decrease in margin dollars on product sold to franchisees. company-owned salons three months ended june 30, (decrease) increase twelve months ended june 30, (decrease) increase (dollars in millions) (1) 2019 2018 (2) 2019 2018 (2) total revenue, as adjusted $ 210.1 $ 263.5 (20.3 )% $ 915.4 $ 1,102.3 (17.0 )% same-store sales comps, as adjusted (0.1 )% 0.7 % (80) bps (0.4 )% 0.3 % (70) bps year-over-year ticket change 4.2 % 4.4 % 4.3 % 3.4 % year-over-year transaction change (3) (4.3 )% (3.7 )% (4.7 )% (3.1 )% ebitda, as adjusted $ 22.4 $ 38.3 (41.4 )% $ 88.6 $ 127.1 (30.3 )% as a percent of revenue, as adjusted 10.7 % 14.5 % (380) bps 9.7 % 11.5 % (180) bps total company-owned salons 3,108 3,966 (21.6 )% as a percent of total company-owned and franchise salons 44.0 % 49.1 % ____________________________________ (1) variances calculated on amounts shown in millions may result in rounding differences. (2) amounts for fiscal year 2018 have recast to account for the adoption of "asc 606 - revenue from contracts with customers." (3) defined as total transactions and is what the company had historically referred to as traffic. fourth quarter company-owned salon revenue, as adjusted, decreased $53.4 million, or 20.3% versus the prior year to $210.1 million. the year-over-year decline in revenue was driven by the decrease of 767 salons profitably sold and converted to the company’s asset-light franchise portfolio over the past 12 months and the closure of 133 unprofitable salons. fourth quarter adjusted ebitda of $22.4 million declined 41.4% versus the same period last year driven primarily by elimination of ebitda that had been generated in the prior year period from the 767 company-owned salons that were profitable sold and converted to the company’s asset-light franchise portfolio over the past twelve months, state minimum wage increases, and the prior year inclusion of a one-time benefit from a settlement, partially offset by management initiatives. other fourth quarter key events the company repurchased 2.6 million common shares, which is 6.5% of its common stock, at an average price of $18.68 per share for a total of $48.3 million. the company sold and transferred 265 company-owned salons to its asset-light franchise portfolio. the impact of these transactions is as follows: three months ended june 30, twelve months ended june 30, (dollars in thousands) 2019 2018 (decrease) increase 2019 2018 (decrease) increase salons sold to franchisees (1) 265 145 120 767 1,582 (815 ) cash proceeds received $ 40,168 $ 5,963 $ 34,205 $ 94,787 $ 11,582 $ 83,205 gain on sale of venditions, excluding goodwill derecognition $ 26,051 $ 2,171 $ 23,880 $ 69,973 $ 4,140 $ 65,833 non-cash goodwill derecognition (33,527 ) (2,185 ) (31,342 ) (67,055 ) (3,899 ) (63,156 ) (loss) gain from sale of salon assets to franchisees, net $ (7,476 ) $ (14 ) $ (7,462 ) $ 2,918 $ 241 $ 2,677 (1) in october 2017, the company sold substantially all of its mall-based salon business in north america, representing 858 salons, and substantially all of its international segment, representing approximately 250 salons in the uk, to the beautiful group (tbg). transformational strategy update the company continued to make progress during the quarter implementing elements of its transformational strategy which includes: reinvigorated supercuts® creative approach to marketing by launching a new supercuts® brand campaign partnership with google to improve and streamline the salon discovery and customer booking experience launched opensalon™, regis' proprietary platform that allows customers to book salon services directly and enables customers to reserve and check-in for various salon services via mobile devices or desktops adoption of new accounting standard on july 1, 2018, the company adopted amended revenue recognition guidance. for comparability, the company has adjusted prior reporting periods, including the quarter and year ended june 30, 2018. as a result, future financial statements will be comparable to the prior year results, but they will not be comparable to the financial results issued previously. non-gaap reconciliations: for gaap to non-gaap reconciliations, please refer to the attached section titled "non-gaap reconciliations". a complete reconciliation of reported earnings to adjusted earnings is included in this press release and is available on the company’s website at www.regiscorp.com. earnings webcast regis corporation will host a conference call via webcast discussing fourth quarter results today, august 27, 2019, at 9 a.m., central time. interested parties are invited to participate in the live webcast by logging on to www.regiscorp.com or participate via telephone by dialing (888) 220-8474 and entering access code 5001949. a replay of the presentation will be available later that day. the replay phone number is (888) 203-1112, access code 5001949. about regis corporation regis corporation (nyse:rgs) is a leader in beauty salons and cosmetology education. as of june 30, 2019, the company franchised, owned or held ownership interests in 7,145 worldwide locations. regis’ corporate and franchised locations operate under concepts such as supercuts®, smartstyle®, cost cutters®, roosters® and first choice haircutters®. regis maintains an ownership interest in empire education group in the u.s. for additional information about the company, including a reconciliation of certain non-gaap financial information and certain supplemental financial information, please visit the investor information section of the corporate website at www.regiscorp.com. to join regis corporation’s email alert list, click on this link: http://www.b2i.us/irpass.asp?bzid=913&to=ea&nav=1&s=0&l=1 this press release contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. these forward-looking statements are made pursuant to the safe harbor provisions of the private securities litigation reform act of 1995. the forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." in addition, the following factors could affect the company's actual results and cause such results to differ materially from those expressed in forward-looking statements. these factors include the continued ability of the company to implement its strategy, priorities and initiatives; our and our franchisee's ability to attract, train and retain talented stylists; financial performance of our franchisees; acceleration of sale of salons to franchisees; if our capital investments in improving technology do not achieve appropriate returns; our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, employees, vendors or company information; the beautiful group's ability to operate its salons successfully, as well as maintain adequate working capital; the ability of the company to maintain a satisfactory relationship with walmart; marketing efforts to drive traffic; changes in regulatory and statutory laws including increases in minimum wages; our ability to maintain and enhance the value of our brands; premature termination of agreements with our franchisees; reliance on information technology systems; reliance on external vendors; consumer shopping trends and changes in manufacturer distribution channels; competition within the personal hair care industry; changes in tax exposure; changes in healthcare; changes in interest rates and foreign currency exchange rates; failure to standardize operating processes across brands; financial performance of empire education group; the continued ability of the company to implement cost reduction initiatives; compliance with debt covenants; changes in economic conditions; changes in consumer tastes and fashion trends; exposure to uninsured or unidentified risks; reliance on our management team and other key personnel or other factors not listed above. additional information concerning potential factors that could affect future financial results is set forth under item 1a on form 10-k. we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. however, your attention is directed to any further disclosures made in our subsequent annual and periodic reports filed or furnished with the sec on forms 10-k, 10-q and 8-k and proxy statements on schedule 14a. regis corporation condensed consolidated balance sheet (dollars in thousands, except per share data) june 30, 2019 june 30, 2018 assets current assets: cash and cash equivalents $ 70,141 $ 110,399 receivables, net 30,143 52,430 inventories 77,322 79,363 other current assets 33,216 47,867 total current assets 210,822 290,059 property and equipment, net 78,090 99,288 goodwill 345,718 412,643 other intangibles, net 8,761 10,557 other assets 34,170 37,616 long-term assets held for sale 5,276 6,572 total assets $ 682,837 $ 856,735 liabilities and shareholders' equity current liabilities: accounts payable $ 47,532 $ 57,738 accrued expenses 80,751 100,716 total current liabilities 128,283 158,454 long-term debt, net 90,000 90,000 long-term lease liability 28,910 — other noncurrent liabilities 111,399 121,843 total liabilities 358,592 370,297 commitments and contingencies shareholders' equity: common stock, $0.05 par value; issued and outstanding, 36,869,249 and 45,258,571 common shares at june 30, 2019 and 2018, respectively 1,843 2,263 additional paid-in capital 47,152 194,436 accumulated other comprehensive income 9,342 9,656 retained earnings 265,908 280,083 total shareholders' equity 324,245 486,438 total liabilities and shareholders' equity $ 682,837 $ 856,735 regis corporation condensed consolidated statement of operations for the three and twelve months ended june 30, 2019 and 2018 (dollars and shares in thousands, except per share data) three months ended june 30, twelve months ended june 30, 2019 2018 2019 2018 revenues: service $ 169,584 $ 218,415 $ 749,660 $ 899,345 product 52,612 61,039 225,618 258,740 royalties and fees 25,994 20,929 93,761 77,394 248,190 300,383 1,069,039 1,235,479 operating expenses: cost of service 104,767 123,815 452,827 530,582 cost of product 29,118 33,458 128,816 140,623 site operating expenses 34,308 37,892 141,031 154,067 general and administrative 41,747 44,560 177,004 174,045 rent 28,864 35,816 131,816 183,096 depreciation and amortization 10,116 11,441 37,848 58,205 tbg restructuring 1,105 — 21,816 — total operating expenses 250,025 286,982 1,091,158 1,240,618 operating (loss) income (1,835 ) 13,401 (22,119 ) (5,139 ) other (expense) income: interest expense (1,363 ) (1,090 ) (4,795 ) (10,492 ) (loss) gain on sale of salon assets to franchisees (7,476 ) (14 ) 2,918 241 interest income and other, net 276 1,265 1,729 5,199 (loss) income from continuing operations before income taxes (10,398 ) 13,562 (22,267 ) (10,191 ) income tax (expense) benefit 5,133 (8,063 ) 2,145 69,812 (loss) income from continuing operations (5,265 ) 5,499 (20,122 ) 59,621 (loss) income from discontinued operations, net of income taxes (131 ) (2,212 ) 5,896 (53,185 ) net (loss) income $ (5,396 ) $ 3,287 $ (14,226 ) $ 6,436 net (loss) income per share: basic: (loss) income from continuing operations $ (0.14 ) $ 0.12 $ (0.48 ) $ 1.28 (loss) income from discontinued operations — (0.05 ) 0.14 (1.14 ) net (loss) income per share, basic (1) $ (0.14 ) $ 0.07 $ (0.34 ) $ 0.14 diluted: (loss) income from continuing operations $ (0.14 ) $ 0.12 $ (0.48 ) $ 1.27 (loss) income from discontinued operations — (0.05 ) 0.14 (1.13 ) net (loss) income per share, diluted (1) $ (0.14 ) $ 0.07 $ (0.34 ) $ 0.14 weighted average common and common equivalent shares outstanding: basic 38,618 46,014 41,829 46,517 diluted 38,618 46,633 41,829 47,035 (1) total is a recalculation; line items calculated individually may not sum to total due to rounding. regis corporation condensed consolidated statement of comprehensive income (loss) (dollars in thousands) three months ended june 30, twelve months ended june 30, 2019 2018 2019 2018 net (loss) income $ (5,396 ) $ 3,287 $ (14,226 ) $ 6,436 other comprehensive (loss) income, net of tax: foreign currency translation adjustments during the period: foreign currency translation adjustments 791 (1,072 ) 185 (168 ) reclassification adjustments for losses included in net (loss) income — — — 6,152 net current period foreign currency translation adjustments 791 (1,072 ) 185 5,984 recognition of deferred compensation (499 ) 336 (499 ) 336 other comprehensive (loss) income 292 (736 ) (314 ) 6,320 comprehensive (loss) income $ (5,104 ) $ 2,551 $ (14,540 ) $ 12,756 regis corporation (nyse: rgs) consolidated statement of cash flow (dollars in thousands) twelve months ended june 30, 2019 2018 cash flows from operating activities: net income (loss) $ (14,226 ) $ 6,436 adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: non-cash impairment related to discontinued operations 306 38,826 depreciation and amortization 33,261 39,433 depreciation related to discontinued operations — 3,738 deferred income taxes (9,812 ) (80,241 ) gain on life insurance proceeds — (7,986 ) gain from sale of salon assets to franchisees, net (2,918 ) (241 ) non-cash tbg restructuring charge 21,008 — salon asset impairments 4,587 11,092 accumulated other comprehensive income reclassification adjustments — 6,152 stock-based compensation 9,003 8,269 amortization of debt discount and financing costs 275 4,080 other non-cash items affecting earnings (903 ) (294 ) changes in operating assets and liabilities (1): receivables (17,304 ) (12,081 ) inventories (8,492 ) 13,940 income tax receivable (703 ) 527 other current assets (783 ) 239 other assets (5,546 ) (11,229 ) accounts payable (5,836 ) (1,103 ) accrued expenses (20,158 ) (10,940 ) other noncurrent liabilities 717 (6,027 ) net cash (used in) provided by operating activities (17,524 ) 2,590 cash flows from investing activities: capital expenditures (31,616 ) (29,571 ) capital expenditures related to discontinued operations — (1,171 ) proceeds from sale of salon assets to franchisees 94,787 11,582 proceeds from company-owned life insurance policies 24,617 18,108 net cash (used in) provided by investing activities 87,788 (1,052 ) cash flows from financing activities: borrowings on revolving credit facilities — 90,000 repayments of long-term debt — (124,230 ) repurchase of common stock (152,661 ) (24,798 ) proceeds from sale and lease back transactions 28,821 — sale and lease back transaction payments (378 ) — employee taxes paid for shares withheld (2,477 ) (2,413 ) settlement of equity awards — (794 ) net cash used in financing activities (126,695 ) (62,235 ) effect of exchange rate changes on cash and cash equivalents 35 (514 ) decrease in cash and cash equivalents (56,396 ) (61,211 ) cash and cash equivalents: beginning of year 148,775 208,634 cash and cash equivalents included in current assets held for sale — 1,352 beginning of year, total cash and cash equivalents 148,775 209,986 end of year $ 92,379 $ 148,775 ____________________________________ (1) changes in operating assets and liabilities exclude assets and liabilities sold or acquired. system wide same-store sales (1): for the three months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle 0.9 % (1.3 )% 0.3 % 0.8 % 4.0 % 1.7 % supercuts 0.4 (6.5 ) — 0.9 (5.7 ) 0.4 signature style (1.1 ) 5.4 (0.4 ) 1.0 (3.8 ) 0.4 total, excluding tbg mall locations — % (0.5 )% — % na na na tbg mall locations (2.5 ) (25.5 ) (5.6 ) na na na total (0.3 )% (3.4 )% (0.7 )% 0.9 % (0.3 )% 0.7 % for the twelve months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle 1.9 % (1.2 )% 1.0 % (0.5 )% 0.6 % (0.2 )% supercuts 0.3 (6.3 ) (0.2 ) 2.5 (5.4 ) 1.9 signature style (0.7 ) (1.9 ) (0.8 ) 1.0 (2.6 ) 0.5 total, excluding tbg mall locations 0.3 % (2.4 )% (0.1 )% na na na tbg mall locations (3.1 ) (12.1 ) (4.5 ) na na na total — % (3.4 )% (0.5 )% 1.3 % (1.4 )% 0.9 % (1) system-wide same-store sales are calculated as the total change in sales for system-wide company-owned and franchise locations for more than one year (including tbg mall locations in 2019) that were open on a specific day of the week during the current period and the corresponding prior period. quarterly and year-to-date system-wide same-store sales are the sum of the system-wide same-store sales computed on a daily basis. franchise salons that do not report daily sales are excluded from same-store sales. locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. system-wide same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. franchise same-store sales (1): for the three months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle (2.2 )% (19.1 )% (6.7 )% 3.0 % (15.5 )% (1.1 )% supercuts 1.6 (8.2 ) 1.0 0.9 (5.7 ) 0.5 signature style 0.5 (4.2 ) (0.1 ) 2.2 (3.2 ) 1.4 total, excluding tbg mall locations 1.0 % (9.2 )% 0.1 % na na na tbg mall locations (2.5 ) (25.5 ) (5.6 ) na na na total 0.2 % (14.1 )% (1.3 )% 1.3 % (4.6 )% 0.8 % for the twelve months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle (0.9 )% (17.7 )% (5.6 )% (0.7 )% (14.3 )% (2.7 )% supercuts 1.3 (6.9 ) 0.8 2.7 (6.1 ) 2.1 signature style 0.8 (4.5 ) 0.1 2.6 (1.3 ) 2.0 total, excluding tbg mall locations 1.1 % (7.5 )% 0.3 % na na na tbg mall locations (3.1 ) (12.1 ) (4.5 ) na na na total 0.2 % (8.9 )% (0.7 )% 2.6 % (3.8 )% 2.1 % (1) franchise same-store sales are calculated as the total change in sales for salons that have been a franchise location for more than one year that were open on a specific day of the week during the current period and the corresponding prior period. quarterly and year-to-date franchise same-store sales are the sum of the franchise same-store sales computed on a daily basis. franchise salons that do not report daily sales are excluded from same-store sales. locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. franchise same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. tbg is not included in 2018 same-store sales as it was not a franchise location in the previous year. company-owned same-store sales (2): for the three months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle 1.4 % 1.1 % 1.3 % 0.8 % 4.2 % 1.8 % supercuts (3.3 ) (2.9 ) (3.3 ) 0.7 (5.7 ) 0.2 signature style (2.0 ) 13.1 (0.5 ) 0.4 (4.3 ) — total (0.9 )% 3.2 % (0.1 )% 0.6 % 1.0 % 0.7 % for the twelve months ended june 30, 2019 june 30, 2018 service retail total service retail total smartstyle 2.1 % 0.1 % 1.5 % (0.5 )% 0.6 % 0.2 % supercuts (2.0 ) (5.4 ) (2.3 ) 2.3 (4.6 ) 1.7 signature style (1.5 ) 0.1 (1.3 ) 0.2 (3.5 ) (0.2 ) total (0.3 )% (0.5 )% (0.4 )% 0.5 % (0.8 )% 0.3 % ____________________________________ (2) company-owned same-store sales are calculated as the total change in sales for company-owned locations that were open on a specific day of the week during the current period and the corresponding prior period. quarterly and year-to-date company-owned same-store sales are the sum of the company-owned same-store sales computed on a daily basis. locations relocated within a one-mile radius are included in same-store sales as they are considered to have been open in the prior period. company-owned same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation. regis corporation (nyse: rgs) system-wide location counts june 30, 2019 june 30, 2018 franchise salons: smartstyle/cost cutters in walmart stores 615 561 supercuts 2,340 1,739 signature style 766 745 total franchise locations, excluding tbg mall locations 3,721 3,045 total north american tbg mall locations (1) — 807 total north american salons 3,721 3,852 total international salons (1) 230 262 total franchise salons (2) 3,951 4,114 as a percent of total company-owned and franchise salons 56.0 % 50.9 % company-owned salons: smartstyle/cost cutters in walmart stores 1,550 1,660 supercuts 403 928 signature style 1,155 1,378 total company-owned salons 3,108 3,966 as a percent of total company-owned and franchise salons 44.0 % 49.1 % ownership interest locations: equity ownership interest locations 86 88 grand total, system-wide 7,145 8,168 ____________________________________ (1) canadian and puerto rican salons are included in the north american salon totals. (2) as of june 27, 2019, tbg north american mall locations operate under a license agreement so they are excluded from salon count. non-gaap reconciliations we believe our presentation of non-gaap operating income, net income, net income per diluted share, and other non-gaap financial measures provides meaningful insight into our ongoing operating performance and an alternative perspective of our results of operations. presentation of the non-gaap measures allows investors to review our core ongoing operating performance from the same perspective as management and the board of directors. these non-gaap financial measures provide investors an enhanced understanding of our operations, facilitate investors’ analyses and comparisons of our current and past results of operations and provide insight into the prospects of our future performance. we also believe the non-gaap measures are useful to investors because they provide supplemental information research analysts frequently use to analyze financial performance. the method we use to produce non-gaap results is not in accordance with u.s. gaap and may differ from methods used by other companies. these non-gaap results should not be regarded as a substitute for corresponding u.s. gaap measures but instead should be utilized as a supplemental measure of operating performance in evaluating our business. non-gaap measures do have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. as such, these non-gaap measures should be viewed in conjunction with both our financial statements prepared in accordance with u.s. gaap and the reconciliation of the selected u.s. gaap to non-gaap financial measures, which are located in the investor information section of the corporate website at www.regiscorp.com. non-gaap reconciling items for the three and twelve months ended june 30, 2019 and 2018: the following information is provided to give qualitative and quantitative information related to items impacting comparability. items impacting comparability are not defined terms within u.s. gaap. therefore, our non-gaap financial information may not be comparable to similarly titled measures reported by other companies. we determine which items to consider as “items impacting comparability” based on how management views our business, makes financial, operating and planning decisions and evaluates the company’s ongoing performance. the following items have been excluded from our non-gaap results: smartstyle restructuring discounting and costs. employee litigation reserve. executive transition costs professional fees. severance expense. gain on life insurance proceeds. legal fees. goodwill derecognition. impact of tax reform. tbg restructuring. tbg discontinued operations. debt refinancing. the non-gaap tax provision adjustments related to the amounts excluded from our non-gaap results are due to the change in non-gaap taxable income as compared to u.s. gaap taxable income or loss, resulting from the non-gaap reconciling items addressed herein. the non-gaap tax provision adjustments are made to reflect the year-to-date non-gaap tax rate for each period. the non-gaap weighted average shares adjustments are due to the change in non-gaap net income as compared to the u.s. gaap net income or loss, resulting from the non-gaap reconciling items addressed herein. non-gaap net income per share reflects the weighted average shares associated with non-gaap net income, which may include the dilutive effect of common stock. regis corporation reconciliation of selected u.s. gaap to non-gaap financial measures (dollars in thousands, except per share data) reconciliation of u.s. gaap operating income and net income (loss) to equivalent non-gaap measures three months ended june 30, twelve months ended june 30, u.s. gaap financial line item 2019 2018 2019 2018 u.s. gaap revenue $ 248,190 $ 300,383 $ 1,069,039 $ 1,235,479 non-gaap revenue adjustments smartstyle restructuring discounting product sales — — — (2,061 ) non-gaap revenue $ 248,190 $ 300,383 $ 1,069,039 $ 1,233,418 u.s. gaap operating income $ (1,835 ) $ 13,401 $ (22,119 ) $ (5,139 ) non-gaap revenue adjustments — — — (2,061 ) non-gaap operating expense adjustments (1) smartstyle restructuring discounting cost of service — 636 — 826 smartstyle restructuring and discounting costs cost of product — 1 — 2,993 smartstyle restructuring discounting site operating expenses — 48 — 534 employee litigation reserve site operating expenses 2,000 — 2,000 — smartstyle restructuring costs general and administrative — 469 — 1,803 severance general and administrative 118 (176 ) 3,423 2,652 professional fees general and administrative 258 80 5,887 1,707 executive transition costs general and administrative — — — 564 gain on life insurance proceeds general and administrative — — — (7,986 ) legal fees general and administrative 1,300 — 1,739 — smartstyle restructuring costs rent — — — 23,999 smartstyle restructuring costs depreciation and amortization — 218 — 13,140 tbg restructuring costs tbg restructuring 1,105 — 21,815 — total non-gaap operating expense adjustments 4,781 1,276 34,864 40,232 non-gaap operating income (1) $ 2,946 $ 14,677 $ 12,745 $ 33,032 u.s. gaap net income (loss) $ (5,396 ) $ 3,287 $ (14,226 ) $ 6,436 non-gaap net income adjustments: non-gaap revenue adjustments — — — (2,061 ) non-gaap operating adjustments 4,781 1,276 34,864 40,232 debt refinancing interest expense — — — 2,957 goodwill derecognition interest income and other, net 33,527 2,185 67,055 3,899 income tax impact on non-gaap adjustments (2) income taxes (8,429 ) (761 ) (22,422 ) (10,833 ) impact of tax reform income taxes — 769 — (71,102 ) discontinued operations, net of income tax loss from discontinued operations, net of tax 131 2,212 (5,896 ) 53,185 total non-gaap net income adjustments $ 30,010 $ 5,681 $ 73,601 $ 16,277 non-gaap net income $ 24,614 $ 8,968 $ 59,375 $ 22,713 ____________________________________ notes: (1) adjusted operating margins for the three months ended june 30, 2019, and 2018, were 1.2% and 4.9%, respectively, and were 1.2% and 2.7% for the twelve months ended june 30, 2019 and 2018, respectively, and are calculated as non-gaap operating income divided by non-gaap revenue for each respective period. (2) based on projected statutory effective tax rate analyses, the non-gaap tax provision was calculated to be approximately 22% for the three and twelve months ended june 30, 2019, and 2018, for all non-gaap operating expense adjustments. non-gaap operating expense adjustments recognized during the first quarter of fiscal year 2018, were not tax effected as a result of the valuation allowance. regis corporation reconciliation of selected u.s. gaap to non-gaap financial measures (dollars in thousands, except per share data) reconciliation of u.s. gaap net income (loss) per diluted share to non-gaap net income per diluted share three months ended june 30, twelve months ended june 30, 2019 2018 2019 2018 u.s. gaap net income (loss) per diluted share $ (0.140 ) $ 0.070 $ (0.340 ) $ 0.137 smartstyle restructuring and discounting costs (1) (2) — 0.023 — 0.692 employee litigation reserve 0.039 — 0.036 — severance (1) (2) 0.002 (0.003 ) 0.062 0.047 professional fees (1) (2) 0.005 0.001 0.106 0.032 executive transition costs (1) (2) — — — 0.011 gain on life insurance proceeds (1) (2) — — — (0.170 ) legal fees (1) (2) 0.026 — 0.031 — debt refinancing (1) (2) — — — 0.049 goodwill derecognition (1) (2) 0.657 0.037 1.212 0.066 impact of tax reform — 0.016 — (1.512 ) tbg restructuring 0.022 — 0.394 — discontinued operations, net of tax (2) 0.003 0.047 (0.137 ) 1.131 impact of change in weighted average shares (2) 0.004 — 0.011 — non-gaap net income per diluted share (2) (3) $ 0.620 $ 0.192 $ 1.375 $ 0.483 u.s. gaap weighted average shares - basic 38,618 46,014 41,829 46,517 u.s. gaap weighted average shares - diluted 38,618 46,633 41,829 47,035 non-gaap weighted average shares - diluted (2) 39,692 46,633 43,171 47,035 ____________________________________ notes: (1) based on projected statutory effective tax rate analyses, the non-gaap tax provision was calculated to be approximately 22% for the three and twelve months ended june 30, 2019, and 2018, for all non-gaap operating expense adjustments. non-gaap operating expense adjustments recognized during the first quarter of fiscal year 2018 were not tax effected as a result of the valuation allowance. (2) non-gaap net income per share reflects the weighted average shares associated with non-gaap net income, which includes the dilutive effect of common stock equivalents. the earnings per share impact of the adjustments for the three months and twelve months ended june 30, 2019 included additional shares for common stock equivalents of 1.1 million and 1.3 million, respectively. the impact of the adjustments described above result in the effect of the common stock equivalents to be dilutive to the non-gaap net income per share. (3) total is a recalculation; line items calculated individually may not sum to total due to rounding. regis corporation reconciliation of reported u.s. gaap net income (loss) to adjusted ebitda, a non-gaap financial measure (dollars in thousands) (unaudited) adjusted ebitda ebitda represents u.s. gaap net income (loss) for the respective period excluding interest expense, income taxes and depreciation and amortization expense. the company defines adjusted ebitda, as ebitda excluding identified items impacting comparability for each respective period. for the three and twelve months ended june 30, 2019 and 2018, the items impacting comparability consisted of the items identified in the non-gaap reconciling items for the respective periods. the impacts of the debt refinancing, income tax provision adjustments associated with the above items, impact of tax reform and the smartstyle restructuring costs included within depreciation and amortization are already included in the u.s. gaap reported net income (loss) to ebitda reconciliation, therefore there is no adjustment needed for the reconciliation from ebitda to adjusted ebitda. three months ended june 30, 2019 company- owned (1) franchise (2) corporate consolidated (3) consolidated reported net income (loss), as reported (u.s. gaap) $ 13,477 $ 9,362 $ (28,235 ) $ (5,396 ) interest expense, as reported — — 1,363 1,363 income taxes, as reported — — (5,133 ) (5,133 ) depreciation and amortization, as reported 6,959 149 3,008 10,116 ebitda (as defined above) $ 20,436 $ 9,511 $ (28,997 ) $ 950 employee litigation reserve 2,000 — — 2,000 severance — — 118 118 professional fees — — 258 258 legal fees — — 1,300 1,300 goodwill derecognition — — 33,527 33,527 tbg restructuring — 1,106 — 1,106 discontinued operations, net of tax — — 131 131 adjusted ebitda, non-gaap financial measure $ 22,436 $ 10,617 $ 6,337 $ 39,390 three months ended june 30, 2018 company- owned (1) franchise (2) corporate consolidated (3) consolidated reported net income (loss), as reported (u.s. gaap) $ 27,866 $ 10,168 $ (34,747 ) $ 3,287 interest expense, as reported — — 1,090 1,090 income taxes, as reported — — 8,063 8,063 depreciation and amortization, as reported 9,284 90 2,067 11,441 ebitda (as defined above) $ 37,150 $ 10,258 $ (23,527 ) $ 23,881 smartstyle restructuring discounting and costs, net 1,154 — — 1,154 severance — — (176 ) (176 ) professional fees — — 80 80 goodwill derecognition — — 2,185 2,185 discontinued operations, net of tax — — 2,211 2,211 adjusted ebitda, non-gaap financial measure $ 38,304 $ 10,258 $ (19,227 ) $ 29,335 ____________________________________ notes: (1) company-owned adjusted ebitda margin for the three months ended june 30, 2019, and 2018, were 10.7% and 14.5%, respectively, and are calculated as company-owned adjusted ebitda (as defined above) divided by company-owned adjusted revenue for each respective period. (2) franchise adjusted ebitda margin for the three months ended june 30, 2019 and 2018, were 27.9% and 27.9%, respectively and are calculated as franchise adjusted ebitda (as defined above) divided by franchise adjusted revenue for each respective period. (3) consolidated ebitda margins for the three months ended june 30, 2019, and 2018, were 0.4% and 8.0%, respectively, and are calculated as ebitda (as defined above) divided by u.s. gaap revenue for each respective period. consolidated adjusted ebitda margin for the three months ended june 30, 2019, and 2018, were 15.9% and 9.8%, respectively, and are calculated as consolidated adjusted ebitda (as defined above) divided by consolidated adjusted revenue for each respective period. twelve months ended june 30, 2019 company- owned (1) franchise (2) corporate consolidated (3) consolidated reported net income (loss), as reported (u.s. gaap) $ 58,321 $ 16,142 $ (88,689 ) $ (14,226 ) interest expense, as reported — — 4,795 4,795 income taxes, as reported — — (2,145 ) (2,145 ) depreciation and amortization, as reported 28,263 762 8,823 37,848 ebitda (as defined above) $ 86,584 $ 16,904 $ (77,216 ) $ 26,272 employee litigation reserve 2,000 — — 2,000 severance — — 3,423 3,423 professional fees — — 5,887 5,887 legal fees — — 1,739 1,739 goodwill derecognition — — 67,055 67,055 tbg restructuring — 21,815 — 21,815 discontinued operations, net of tax — — (5,896 ) (5,896 ) adjusted ebitda, non-gaap financial measure $ 88,584 $ 38,719 $ (5,008 ) $ 122,295 twelve months ended june 30, 2018 company- owned (1) franchise (2) corporate consolidated (3) consolidated reported net income (loss), as reported (u.s. gaap) $ 50,516 $ 35,637 $ (79,717 ) 6,436 interest expense, as reported — — 10,492 10,492 income taxes, as reported — — (69,812 ) (69,812 ) depreciation and amortization, as reported 48,508 365 9,332 58,205 ebitda (as defined above) $ 99,024 $ 36,002 $ (129,705 ) $ 5,321 smartstyle restructuring discounting and costs, net 28,057 — 37 28,094 gain on life insurance proceeds — — (7,986 ) (7,986 ) severance — — 2,652 2,652 professional fees — — 1,707 1,707 executive transition costs — — 564 564 goodwill derecognition — — 3,899 3,899 discontinued operations, net of tax — — 53,185 53,185 adjusted ebitda, non-gaap financial measure $ 127,081 $ 36,002 $ (75,647 ) $ 87,436 ____________________________________ notes: (1) company-owned adjusted ebitda margin for the twelve months ended june 30, 2019, and 2018, were 9.7% and 11.5%, respectively, and are calculated as company-owned adjusted ebitda (as defined above) divided by company-owned adjusted revenue for each respective period. (2) franchise adjusted ebitda margin for the twelve months ended june 30, 2019 and 2018, were 25.2% and 27.5%, respectively and are calculated as franchise adjusted ebitda (as defined above) divided by franchise adjusted revenue for each respective period. (3) consolidated ebitda margins for the twelve months ended june 30, 2019, and 2018, were 2.5% and 0.4%, respectively, and are calculated as ebitda (as defined above) divided by u.s. gaap revenue for each respective period. consolidated adjusted ebitda margin for the twelve months ended june 30, 2019, and 2018, were 11.4% and 7.1%, respectively, and are calculated as consolidated adjusted ebitda (as defined above) divided by consolidated adjusted revenue for each respective period. regis corporation reconciliation of reported u.s. gaap revenue change (unaudited) consolidated revenue three months ended june 30, twelve months ended june 30, factor 2019 2018 2019 2018 revenue decline, as reported (u.s. gaap) (17.4 )% (8.2 )% (13.5 )% (4.4 )% closed salons 1.7 5.7 4.3 3.9 salons sold to franchisees 14.0 5.1 9.1 2.8 new company-owned stores (0.3 ) — (0.1 ) (0.2 ) franchise product and royalties and fees 1.4 0.4 (0.2 ) — franchise same-stores sales (1) — — — — tbg product, royalties and fees 2.3 (2.2 ) 0.1 (1.6 ) advertising fund (2.4 ) (0.1 ) (0.6 ) — foreign currency 0.3 (0.3 ) 0.3 (0.3 ) other 0.3 0.3 0.2 0.3 company-owned same-store sales (0.1 )% 0.7 % (0.4 )% 0.5 % (1) franchise same-store sales increase (decrease) franchise royalties. as we transition to the asset-light franchise platform, franchise same-store sales will become more significant to consolidated revenues.
