Item 1. Financial Statements
Item 1. Financial Statements (Unaudited)
REGIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
As of December 31, 2023 and June 30, 2023
(Dollars in thousands, except per share data)
December 31,
2023 June 30,
2023
ASSETS
Current assets:
Cash and cash equivalents (Note 7)
$ 7,153 $ 9,508
Receivables, net 12,012 10,885
Inventories, net 1,217 1,681
Other current assets 15,034 15,164
Total current assets 35,416 37,238
Property and equipment, net 5,889 6,422
Goodwill (Note 1)
173,780 173,791
Other intangibles, net 2,635 2,783
Right of use asset (Note 8)
331,183 360,836
Other assets 24,814 26,307
Total assets $ 573,717 $ 607,377
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 12,047 $ 14,309
Accrued expenses 25,923 30,109
Short-term lease liability (Note 8)
76,895 81,917
Total current liabilities 114,865 126,335
Long-term debt, net (Note 9)
181,663 176,830
Long-term lease liability (Note 8)
266,483 291,901
Other non-current liabilities 44,296 49,041
Total liabilities 607,307 644,107
Commitments and contingencies (Note 6)
Shareholders' deficit:
Common stock, $ 0.05 par value; issued and outstanding, 2,279,450 and 2,277,828 common shares at December 31, 2023 and June 30, 2023, respectively (Note 1)
114 114
Additional paid-in capital (Note 1) 67,710 66,764
Accumulated other comprehensive income 9,026 9,023
Accumulated deficit ( 110,440 ) ( 112,631 )
Total shareholders' deficit ( 33,590 ) ( 36,730 )
Total liabilities and shareholders' deficit $ 573,717 $ 607,377
_______________________________________________________________________________
The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.
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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Six Months Ended December 31, 2023 and 2022
(Dollars and shares in thousands, except per share amounts)
Three Months Ended December 31, Six Months Ended December 31,
2023 2022 2023 2022
Revenues:
Royalties $ 15,820 $ 16,158 $ 32,348 $ 33,338
Fees 2,492 3,238 5,123 5,791
Product sales to franchisees 67 1,107 451 1,550
Advertising fund contributions 6,808 7,965 14,034 16,216
Franchise rental income (Note 8)
24,087 28,886 48,754 59,216
Company-owned salon revenue 1,779 2,613 3,715 5,727
Total revenue 51,053 59,967 104,425 121,838
Operating expenses:
Cost of product sales to franchisees 58 1,310 417 1,780
Inventory reserve — 1,228 — 1,228
General and administrative 11,772 11,747 22,501 26,108
Rent (Note 8)
1,394 2,090 2,491 3,843
Advertising fund expense 6,808 7,965 14,034 16,216
Franchise rent expense 24,087 28,886 48,754 59,216
Company-owned salon expense (1) 1,308 2,218 2,798 5,203
Depreciation and amortization 677 3,793 1,047 5,044
Long-lived asset impairment 170 — 170 —
Total operating expenses 46,274 59,237 92,212 118,638
Operating income 4,779 730 12,213 3,200
Other (expense) income:
Interest expense ( 6,188 ) ( 4,519 ) ( 12,376 ) ( 8,336 )
Other, net 299 1,248 99 785
Loss from operations before income taxes ( 1,110 ) ( 2,541 ) ( 64 ) ( 4,351 )
Income tax benefit (expense) 107 — 255 ( 28 )
(Loss) income from continuing operations ( 1,003 ) ( 2,541 ) 191 ( 4,379 )
Income from discontinued operations (Note 3) 2,000 134 2,000 3,440
Net income (loss) $ 997 $ ( 2,407 ) $ 2,191 $ ( 939 )
Net income (loss) per share:
Basic:
(Loss) income from continuing operations $ ( 0.43 ) $ ( 1.10 ) $ 0.08 $ ( 1.90 )
Income from discontinued operations 0.85 0.06 0.86 1.49
Net income (loss) per share, basic (2) $ 0.43 $ ( 1.04 ) $ 0.94 $ ( 0.41 )
Diluted:
(Loss) income from continuing operations ( 0.43 ) $ ( 1.10 ) 0.08 ( 1.90 )
Income from discontinued operations 0.85 0.06 0.84 1.49
Net income (loss) per share, diluted (2) $ 0.43 $ ( 1.04 ) $ 0.93 $ ( 0.41 )
Weighted average common and common equivalent shares outstanding:
Basic 2,341 2,307 2,336 2,305
Diluted 2,341 2,307 2,367 2,305
_______________________________________________________________________________
(1) Includes cost of service and product sold to guests in our Company-owned salons. Excludes general and administrative expense, rent and depreciation and amortization related to Company-owned salons .
(2) Total is a recalculation; line items calculated individually may not sum to total due to rounding.
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The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.
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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
For the Three and Six Months Ended December 31, 2023 and 2022
(Dollars in thousands)
Three Months Ended December 31, Six Months Ended December 31,
2023 2022 2023 2022
Net income (loss) $ 997 $ ( 2,407 ) $ 2,191 $ ( 939 )
Foreign currency translation adjustments 292 132 3 ( 726 )
Comprehensive income (loss) $ 1,289 $ ( 2,275 ) $ 2,194 $ ( 1,665 )
_______________________________________________________________________________
The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.
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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (Unaudited)
For the Three and Six Months Ended December 31, 2023 and 2022
(Dollars in thousands)
Three Months Ended December 31, 2023
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated Deficit Total
Shares Amount
Balance, September 30, 2023 2,278,479 $ 114 $ 67,325 $ 8,734 $ ( 111,437 ) $ ( 35,264 )
Net income — — — — 997 997
Foreign currency translation — — — 292 — 292
Stock-based compensation — — 392 — — 392
Net restricted stock activity 971 — ( 7 ) — — ( 7 )
Balance, December 31, 2023 2,279,450 $ 114 $ 67,710 $ 9,026 $ ( 110,440 ) $ ( 33,590 )
Three Months Ended December 31, 2022
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated Deficit Total
Shares Amount
Balance, September 30, 2022 2,276,343 $ 114 $ 65,207 $ 8,597 $ ( 103,778 ) $ ( 29,860 )
Net loss — — — — ( 2,407 ) ( 2,407 )
Foreign currency translation — — — 132 — 132
Stock-based compensation — — 524 — — 524
Net restricted stock activity 1,302 — ( 24 ) — — ( 24 )
Balance, December 31, 2022 2,277,645 $ 114 $ 65,707 $ 8,729 $ ( 106,185 ) $ ( 31,635 )
Six Months Ended December 31, 2023
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated Deficit Total
Shares Amount
Balance, June 30, 2023 2,277,828 $ 114 $ 66,764 $ 9,023 $ ( 112,631 ) $ ( 36,730 )
Net income — — — — 2,191 2,191
Foreign currency translation — — — 3 — 3
Stock-based compensation — — 959 — — 959
Net restricted stock activity 1,622 — ( 13 ) — — ( 13 )
Balance, December 31, 2023 2,279,450 $ 114 $ 67,710 $ 9,026 $ ( 110,440 ) $ ( 33,590 )
Six Months Ended December 31, 2022
Common Stock Additional
Paid-In
Capital Accumulated
Other
Comprehensive
Income Accumulated Deficit Total
Shares Amount
Balance, June 30, 2022 2,275,029 $ 114 $ 64,724 $ 9,455 $ ( 105,246 ) $ ( 30,953 )
Net loss — — — — ( 939 ) ( 939 )
Foreign currency translation — — — ( 726 ) — ( 726 )
Stock-based compensation — — 1,020 — — 1,020
Net restricted stock activity 2,616 — ( 37 ) — — ( 37 )
Balance, December 31, 2022 2,277,645 $ 114 $ 65,707 $ 8,729 $ ( 106,185 ) $ ( 31,635 )
_______________________________________________________________________________
The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.
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REGIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended December 31, 2023 and 2022
(Dollars in thousands)
Six Months Ended December 31,
2023 2022
Cash flows from operating activities:
Net income (loss) $ 2,191 $ ( 939 )
Adjustments to reconcile net income (loss) to cash used in operating activities:
Gain from sale of OSP (Note 3) ( 2,000 ) ( 4,034 )
Depreciation and amortization 1,005 4,647
Long-lived asset impairment 170 —
Deferred income taxes ( 29 ) 28
Inventory reserve — 1,228
Non-cash interest 1,290 —
Stock-based compensation 890 1,111
Amortization of debt discount and financing costs 1,493 1,391
Other non-cash items affecting earnings ( 29 ) 376
Changes in operating assets and liabilities, excluding the effects of asset sales (1) ( 11,834 ) ( 10,722 )
Net cash used in operating activities ( 6,853 ) ( 6,914 )
Cash flows from investing activities:
Capital expenditures ( 323 ) ( 361 )
Proceeds from sale of OSP, net of fees — 4,000
Net cash (used in) provided by investing activities ( 323 ) 3,639
Cash flows from financing activities:
Borrowings on credit facility 4,000 11,357
Repayments of long-term debt ( 455 ) ( 8,535 )
Debt refinancing fees ( 1,216 ) ( 4,383 )
Taxes paid for shares withheld ( 13 ) ( 35 )
Net cash provided by (used in) financing activities 2,316 ( 1,596 )
Effect of exchange rate changes on cash and cash equivalents 46 ( 135 )
Decrease in cash, cash equivalents, and restricted cash ( 4,814 ) ( 5,006 )
Cash, cash equivalents and restricted cash:
Beginning of period 21,396 27,464
End of period $ 16,582 $ 22,458
_______________________________________________________________________________
(1) Changes in operating assets and liabilities exclude assets and liabilities sold.
The accompanying notes are an integral part of the unaudited Condensed Consolidated Financial Statements.
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REGIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The unaudited interim Condensed Consolidated Financial Statements of Regis Corporation (the Company) as of December 31, 2023 and for the three and six months ended December 31, 2023 and 2022, reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of December 31, 2023 and its consolidated results of operations, comprehensive income (loss), shareholders' deficit and cash flows for the interim periods. Adjustments consist only of normal recurring items, except for any discussed in the notes below. The results of operations and cash flows for any interim period are not necessarily indicative of results of operations and cash flows for the full year.
The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2023 and other documents filed or furnished with the SEC during the current fiscal year.
Goodwill:
The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company determined a triggering event occurred related to a decrease in the Company's stock price, resulting in a quantitative impairment test performed over goodwill. Accordingly, the Company engaged a third-party valuation specialist to perform an impairment analysis on the Franchise reporting unit of the business as of November 30, 2023. For the goodwill impairment analysis, management utilized a combination of both a discounted cash flows approach and market approach to evaluate the Franchise reporting unit. The discounted cash flows model reflects management's assumptions regarding discount rates, revenue growth rates, economic and market trends, cost structure, and other expectations about the anticipated short-term and long-term operating results. These assumptions are inherently uncertain. An increase in the discount rate or a decrease in revenue growth rate or market trends would have a negative impact on the fair value of the reporting unit which could be material.
As a result of the impairment testing, the Franchise reporting unit was determined to have a fair value in excess of its carrying value of 6 %, resulting in no goodwill impairment charge. As of December 31, 2023 and June 30, 2023, the Franchise reporting unit had goodwill of $ 173.8 million.
Reverse stock split:
On November 29, 2023, the Company effected a one-for-20 reverse stock split of its outstanding common stock, par value $ 0.05 per share. As a result of the reverse stock split, every 20 shares of common stock issued and outstanding was converted into one share of common stock. The reverse stock split affected all shareholders uniformly and did not alter any shareholder’s percentage interest in the Company’s equity. No fractional shares were issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to a fractional share of common stock were instead entitled to receive a proportional cash payment. All common share and per share amounts presented in the consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the reverse stock split.
The reverse stock split affected all issued and outstanding shares of the Company’s common stock, as well as the number of shares of common stock available for issuance under the Company’s outstanding stock options and stock unit awards. The reverse stock split reduced the number of shares of common stock issuable upon the exercise of stock options outstanding and the vesting of stock unit awards outstanding immediately prior to the reverse stock split and correspondingly increased the respective exercise prices or other price dependent terms.
Depreciation:
Depreciation expense in the three months ended December 31, 2023 and 2022 includes $ 0.0 and $ 0.2 million, respectively, and for the six months ended December 31, 2023 and 2022 includes $ 0.04 and $ 0.4 million, respectively, of asset retirement obligations, which are cash expenses.
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2. REVENUE RECOGNITION:
Revenue Recognition and Deferred Revenue:
Revenue recognized over time
Royalty and advertising fund revenues represent sales-based royalties that are recognized in the period in which the sales occur. Generally, royalty and advertising fund revenues are billed and collected monthly in arrears. Advertising fund revenues and expenditures, which must be spent on marketing and related activities per the franchise agreements, are recorded on a gross basis within the unaudited Condensed Consolidated Statements of Operations. The treatment increases both the gross amount of reported revenue and expense and generally has no impact on operating income and net income. Franchise fees are billed and received upon the signing of the franchise agreement. Recognition of these fees is deferred until the salon opens and is then recognized over the term of the franchise agreement, which is typically 10 years . Franchise rental income is a result of the Company signing leases on behalf of franchisees and entering into sublease arrangements with the franchisees. The Company recognizes franchise rental income and expense when it is due to the landlord and it has no impact on net income.
Revenue recognized at point of sale
Company-owned salon revenues are recognized at the time when the services are provided, or the guest receives and pays for the merchandise. Revenues from purchases made with gift cards are also recorded when the guest takes possession of the merchandise or services are provided. Gift cards issued by the Company are recorded as a liability (deferred revenue) upon sale and recognized as revenue upon redemption by the guest. Gift card breakage, the amount of gift cards which will not be redeemed, is recognized proportional to redemptions using estimates based on historical redemption patterns. Product sales to franchisees and other partners are recorded at the time product is delivered.
Information about receivables, broker fees and deferred revenue subject to the current revenue recognition guidance is as follows:
December 31,
2023 June 30,
2023 Balance Sheet Classification
(Dollars in thousands)
Receivables from contracts with customers, net $ 7,275 $ 5,683 Receivables, net
Broker fees 10,945 12,471 Other assets
Deferred revenue:
Current
Gift card liability $ 1,816 $ 1,823 Accrued expenses
Deferred franchise fees open salons 5,041 5,325 Accrued expenses
Total current deferred revenue $ 6,857 $ 7,148
Non-current
Deferred franchise fees unopened salons $ 2,148 $ 2,312 Other non-current liabilities
Deferred franchise fees open salons 17,887 20,839 Other non-current liabilities
Total non-current deferred revenue $ 20,035 $ 23,151
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Receivables relate primarily to payments due for royalties, advertising fees and rent. The receivables balance is presented net of an allowance for expected losses (i.e., doubtful accounts). Provisions for credit losses are recorded based on management’s judgment regarding our ability to collect as well as the age of the receivables. Receivable are written off when they are deemed uncollectible. As of December 31, 2023 and June 30, 2023, the allowance for doubtful accounts was $ 6.3 million and $ 7.3 million, respectively.
The Company offers financing to Smartstyle franchisees when they remodel their salons. Included in Other assets is a receivable of $ 0.9 million, partially offset by a credit loss reserve of $ 0.2 million, related to this financing program.
Broker fees are the costs associated with using external brokers to identify new franchisees. These fees are paid upon the signing of the franchise agreement and recognized as general and administrative expense over the term of the franchise agreement. The following table is a rollforward of the broker fee balance for the periods indicated:
Six Months Ended December 31,
2023 2022
(Dollars in thousands)
Balance at beginning of period $ 12,471 $ 15,592
Amortization ( 1,415 ) ( 1,586 )
Write-offs ( 111 ) —
Balance at end of period $ 10,945 $ 14,006
Deferred franchise fees related to open salons are generally recognized on a straight-line basis over the term of the franchise agreement. Franchise fee revenue for the three months ended December 31, 2023 and 2022 was $ 1.6 million and $ 1.7 million, respectively, and for the six months ended December 31, 2023 and 2022 was $ 3.3 million and $ 3.2 million, respectively. Estimated revenue expected to be recognized in the future related to deferred franchise fees for open salons as of December 31, 2023 is as follows (dollars in thousands):
Remainder of 2024 $ 2,521
2025 4,825
2026 4,361
2027 3,899
2028 3,164
Thereafter 4,158
Total $ 22,928
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3. DISCONTINUED OPERATIONS:
On June 30, 2022, the Company sold its Opensalon ® Pro (OSP) solution to Soham Inc. As a result of the sale, the Company classified the OSP business as discontinued operations in the financial statements for all periods presented. The Company received $ 13.0 million in proceeds in June 2022 and received $ 5.0 million in fiscal year 2023, offset by a $ 0.5 million transaction fee. In the quarter ended December 31, 2023, the Company earned $ 2.0 million of proceeds that had been previously held back. The Company received the $ 2.0 million in January 2024. The Company recorded the $ 2.0 million gain and receivable in the quarter ended December 31, 2023. No income taxes have been allocated to discontinued operations based on the methodology required by accounting for income taxes guidance.
The following summarizes the results of discontinued operations for the periods presented:
Three Months Ended December 31, Six Months Ended December 31,
2023 2022 2023 2022
(Dollars in thousands)
Discontinued operations:
OSP fees $ — $ — $ — $ ( 226 )
General and administrative — — — ( 27 )
Rent — 26 — ( 341 )
Gain from sale of OSP 2,000 108 2,000 4,034
Income from OSP discontinued operations, net $ 2,000 $ 134 $ 2,000 $ 3,440
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4. SHAREHOLDERS' DEFICIT:
Stock-Based Employee Compensation:
During the three and six months ended December 31, 2023, the Company granted restricted stock units as follows:
Three Months Ended December 31, 2023 Six Months Ended December 31, 2023
Restricted stock units (RSUs) — 12,970
The RSUs granted during the six months ended December 31, 2023, vest in equal amounts over a three-year period subsequent to the grant date.
Total compensation cost for stock-based payment arrangements totaling $ 0.3 and $ 0.6 million for the three months ended December 31, 2023 and 2022, respectively, and $ 0.9 and $ 1.1 million for the six months ended December 31, 2023 and 2022, respectively, was recorded within general and administrative on the unaudited Condensed Consolidated Statements of Operations.
Share Issuance Program:
In fiscal year 2021, the Company filed a $ 150.0 million shelf registration statement and $ 50.0 million prospectus supplement with the Securities and Exchange Commission (SEC) under which it may offer and sell, from time to time, up to $ 50.0 million worth of its Class A common stock in "at-the-market" offerings. During the three and six months ended December 31, 2023 and 2022, the Company did no t issue any shares under this prospectus. As of December 31, 2023, $ 11.6 million remains under the prospectus supplement, which equates to 1.2 million shares based on the Company's share price as of December 31, 2023. The program expires on February 10, 2024.
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5. INCOME TAXES:
A summary of the income tax benefit (expense) and corresponding effective tax rate is as follows:
Three Months Ended December 31, Six Months Ended December 31,
_______________________________________________________________________________ 2023 2022 2023 2022
(Dollars in thousands)
Income tax benefit (expense) $ 107 $ — $ 255 $ ( 28 )
Effective tax rate (1) 9.6 % — % 398.4 % ( 0.6 ) %
(1) The recorded tax provision and effective tax rate for the three and six months ended December 31, 2023 and 2022 were different than what would normally be expected, due to the impact of the deferred tax valuation allowance in addition to the impact of a one-time tax benefit in fiscal year 2024 recognized as a result of an income tax audit of foreign subsidiaries.
With limited exceptions, due to net operating loss carryforwards, our federal, state, and foreign tax returns are open to examination for all years since 2014, 2012 and 2016, respectively.
6. COMMITMENTS AND CONTINGENCIES:
The Company is a plaintiff or defendant in various lawsuits and claims arising out of the normal course of business. Like certain other franchisors, the Company has faced allegations of franchise regulation and agreement violations. Additionally, because the Company may be the tenant under a master lease for a location subleased to a franchisee, the Company has faced allegations of nonpayment of rent and associated charges. Further, similar to other retail employers, the Company has faced, and may continue to face, allegations of purported class-wide consumer and wage and hour violations.
Litigation is inherently unpredictable, and the outcome of these matters cannot presently be determined. Although the actions are being vigorously defended, the Company could incur judgments in the future or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period.
The Company owns a majority stake in Empire Education Group, Inc. (EEG). To be eligible to participate in Title IV programs, the schools operated by EEG must comply with specific standards and procedures set forth in the Higher Education Act and the regulations issued thereunder by the Department of Education. On October 10, 2023, the Department of Education issued a final rule applicable to “gainful employment” programs, which under the Higher Education Act, include all programs offered by the EEG schools and other proprietary institutions. Under this final rule, which becomes effective July 1, 2024, the continued Title IV eligibility of such programs will be based on meeting both a debt-to-earnings metric and an earnings premium metric. A program that fails either metric in a single year will be required to provide warnings to current and prospective students that it could be at risk of losing Title IV program eligibility. A program that fails to meet the same metric twice in a three-year period will lose Title IV program eligibility. The first measurement will be assessed in fiscal year 2025. Upon a loss of institutional or programmatic eligibility, EEG’s students would lose access to Title IV program funds and that could be detrimental to EEG's business model. Additionally, EEG students who are unable to complete their educational program with EEG, or who do not accept a teach-out opportunity with another institution, may be eligible for discharges of their federal student loan debt. Those discharged loan amounts and other Title IV funds disbursed to EEG students that do not complete their program, as well as other Title IV program funds, may constitute liabilities to the Department of Education. Because the Company holds a majority ownership interest in EEG and is a co-signatory to the Title IV program participation agreements of the EEG schools with the Department of Education, the Department of Education could hold the Company responsible for EEG's Title IV program liabilities. As of December 31, 2023, EEG had $ 10.1 million of Title IV liabilities. If EEG is unable to meet the required metrics for gainful employment programs and subsequently unable to allow students to complete their programs, then it is possible the Company could be liable for all or some of the Title IV liabilities. The Company does not believe that it is probable that it would be liable for a material portion of these liabilities because there is time for EEG to reduce its exposure to these liabilities and therefore has not recorded any accrual for this potential liability.
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7. CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
The table below reconciles the cash and cash equivalents balances and restricted cash balances recorded within other current assets on the unaudited Condensed Consolidated Balance Sheets to the amount of cash, cash equivalents and restricted cash reported on the unaudited Condensed Consolidated Statements of Cash Flows:
December 31,
2023 June 30,
2023
(Dollars in thousands)
Cash and cash equivalents $ 7,153 $ 9,508
Restricted cash, included in other current assets (1) 9,429 11,888
Total cash, cash equivalents and restricted cash $ 16,582 $ 21,396
_______________________________________________________________________________
(1) Restricted cash within other current assets primarily relates to consolidated advertising cooperatives funds, which can only be used to settle obligations of the respective cooperatives, and contractual obligations to collateralize the Company's self-insurance programs.
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8. LEASES:
At contract inception, the Company determines whether a contract is, or contains, a lease by determining whether it conveys the right to control the use of the identified asset for a period of time. If the contract provides the Company the right to substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset, the Company considers it to be, or contain, a lease. The Company leases its company-owned salons and its corporate facilities under operating leases. The original terms range from one to 20 years with many leases renewable for an additional five to 10-year term at the option of the Company. In addition to the obligation to make fixed rental payments for the use of the salons, the Company also has variable lease payments that are based on sales levels. For most leases, the Company is required to pay real estate taxes and other occupancy expenses. Total rent includes the following:
Three Months Ended December 31, Six Months Ended December 31,
2023 2022 2023 2022
(Dollars in thousands)
Office rent $ 748 $ 834 $ 1,574 $ 1,706
Lease termination expense 174 848 161 1,306
Lease liability benefit (1) ( 95 ) ( 615 ) ( 223 ) ( 1,217 )
Franchise salon rent (2) ( 96 ) 9 ( 434 ) ( 44 )
Company-owned salon rent 663 1,014 1,413 2,092
Total $ 1,394 $ 2,090 $ 2,491 $ 3,843
_______________________________________________________________________________
(1) Upon termination of previously impaired leases, the Company derecognizes the corresponding ROU assets and lease liabilities, which results in a net gain. In addition, the Company recognizes a benefit from lease liabilities decreasing in excess of previously impaired ROU assets for ongoing leases that were previously impaired.
(2) The credit in franchise salon rent is related to settlements with landlords for less than previously accrued.
The Company leases salon premises in which the majority of its franchisees operate and has entered into corresponding sublease arrangements with franchisees. All lease-related costs are passed through to the franchisees. The Company records the rental payments due from franchisees as franchise rental income and the corresponding amounts owed to landlords as franchise rent expense on the unaudited Condensed Consolidated Statements of Operations. For the three and six months ended December 31, 2023 and 2022, franchise rental income and franchise rent expense were $ 24.1 million and $ 28.9 million, and $ 48.8 million and $ 59.2 million, respectively. These leases generally have lease terms of approximately five years . The Company expects to renew the SmartStyle ® master lease and some leases for locations subleased to our franchisees upon expiration of those leases. Other leases are expected to be renewed by the franchisee upon expiration.
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All the Company's leases are operating leases. The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date, including one lease term option when the lease is expected to be renewed. The ROU asset is initially and subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, less accrued lease payments and unamortized lease incentives received, if any. Expense for lease payments is recognized on a straight-line basis over the lease term, including the lease renewal option when the lease is expected to be renewed. Generally, the non-lease components, such as real estate taxes and other occupancy expenses, are separate from rent expense within the lease and are not included in the measurement of the lease liability because these charges are variable.
The discount rate used to determine the present value of the lease payments is the Company's estimated collateralized incremental borrowing rate, based on the yield curve for the respective lease terms, as the interest rate implicit in the lease cannot generally be determined. The Company uses the portfolio approach in applying the discount rate based on the original lease term. The weighted average remaining lease term was 5.28 years and 5.52 years, and the weighted average discount rate was 4.84 % and 4.55 % for all salon operating leases as of December 31, 2023 and June 30, 2023, respectively.
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As of December 31, 2023, future operating lease commitments, including one renewal option for leases expected to be renewed, to be paid and received by the Company were as follows (dollars in thousands):
Fiscal Year Leases for Franchise Salons Leases for Company-owned Salons Corporate Leases Total Operating Lease Payments Sublease Income to be Received from Franchisees Net Rent Commitments
Remainder of 2024 $ 46,425 $ 444 $ 656 $ 47,525 $ ( 46,425 ) $ 1,100
2025 81,580 619 1,334 83,533 ( 81,580 ) 1,953
2026 68,204 438 1,367 70,009 ( 68,204 ) 1,805
2027 58,175 229 1,401 59,805 ( 58,175 ) 1,630
2028 48,986 218 1,436 50,640 ( 48,986 ) 1,654
Thereafter 74,163 56 2,981 77,200 ( 74,163 ) 3,037
Total future obligations $ 377,533 $ 2,004 $ 9,175 $ 388,712 $ ( 377,533 ) $ 11,179
Less amounts representing interest 44,009 178 1,147 45,334
Present value of lease liability $ 333,524 $ 1,826 $ 8,028 $ 343,378
Less short-term lease liability 75,200 687 1,008 76,895
Long-term lease liability $ 258,324 $ 1,139 $ 7,020 $ 266,483
9. FINANCING ARRANGEMENTS:
The Company's debt consists of the following:
Maturity Date December 31,
2023 December 31,
2023 June 30,
2023
(Fiscal Year) (Interest rate %) (Dollars in thousands)
Term loan 2026 9.71 % $ 171,813 $ 172,268
Deferred financing fees ( 7,187 ) ( 6,471 )
Term loan, net $ 164,626 $ 165,797
Revolving credit facility 2026 9.71 % 14,000 10,000
Paid-in-kind interest 3,037 1,033
Total long-term debt, net $ 181,663 $ 176,830
The Company's credit facility matures in August 2025. In addition to a $ 10.0 million minimum liquidity covenant, the amended credit agreement includes typical provisions and financial covenants, including leverage, and fixed-charge coverage ratio covenants. The agreement utilizes an interest rate margin that is subject to annual increases. The margin applicable to term secured overnight financing rate (SOFR) loans was 3.875 % through March 27, 2023. Effective March 27, 2023, the margin increased to 6.25 %, of which 4.25 % is paid currently in cash and 2.00 % is PIK interest (added to the principal balance and thereafter accruing interest). Effective March 27, 2024, the margin will increase to 7.25 %, of which 4.25 % will be paid currently in cash and 3.00 % will be PIK interest. The margin applicable to base rate loans will be 100 basis points ( 1.00 %) less than the margin applicable to term SOFR loans. Interest expense is recorded based on a weighted average effective interest rate method. The significant assumptions used in the weighted average estimate are the future SOFR rates and debt balance, as well as the length of time the debt will be outstanding. Cash interest paid in the three and six months ended December 31, 2023 and 2022 was $ 4.8 and $ 3.8 million, and $ 9.6 and $ 6.9 million, respectively.
At December 31, 2023, the Company had outstanding standby letters of credit under the revolving credit facility of $ 9.8 million, primarily related to the Company's self-insurance program. As of December 31, 2023, total liquidity and available credit under the revolving credit facility, as defined by the amended agreement, were $ 38.1 million and $ 31.0 million, respectively. As of December 31, 2023, the Company had cash and cash equivalents of $ 7.2 million and current liabilities of $ 114.9 million.
The Company was in compliance with its covenants and other requirements of the financing arrangements as of December 31, 2023.
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10. FAIR VALUE MEASUREMENTS:
Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).
Assets and Liabilities Measured at Fair Value on a Recurring Basis
As of December 31, 2023 and June 30, 2023, the estimated fair value of the Company's cash, cash equivalents, restricted cash, receivables, inventory, deferred compensation assets, accounts payable and debt approximated their carrying values.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
We measure certain assets, including the Company's equity method investments, tangible fixed and other assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined, when applicable, based on valuation techniques using the best information available, and may include quoted market prices, market comparables and discounted cash flow projections.
11. EARNINGS PER SHARE:
The Company's basic earnings per share is calculated as net income (loss) divided by weighted average common shares outstanding, excluding unvested outstanding stock options (SOs), stock appreciation rights (SARs), restricted stock units (RSUs) and stock-settled performance units (PSUs). The Company's diluted earnings per share is calculated as net income (loss) divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company's stock-based compensation plans. Stock-based awards with exercise prices greater than the average market price of the Company's common stock are excluded from the computation of diluted earnings per share. The computation of weighted average shares outstanding, assuming dilution, excluded 219,945 and 160,574 of stock-based awards during the three months ended December 31, 2023 and 2022, respectively, and excluded 215,656 and 160,574 of stock-based awards during the six months ended December 31, 2023 and 2022, respectively, as they were not dilutive under the treasury stock method.
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12. SEGMENT INFORMATION:
Segment information is prepared on the same basis that the chief operating decision maker (CODM) reviews financial information for operational decision-making purposes. The Company's reportable operating segments consisted of the following salons:
December 31,
2023 June 30,
2023
FRANCHISE SALONS:
Supercuts
2,022 2,082
SmartStyle/Cost Cutters in Walmart Stores
1,351 1,388
Portfolio Brands
1,178 1,223
Total North American salons
4,551 4,693
Total International salons (1)
100 102
Total Franchise salons
4,651 4,795
as a percent of total Franchise and Company-owned salons
98.8 % 98.6 %
COMPANY-OWNED SALONS:
Supercuts
6 7
SmartStyle/Cost Cutters in Walmart Stores
44 48
Portfolio Brands
8 13
Total Company-owned salons
58 68
as a percent of total Franchise and Company-owned salons
1.2 % 1.4 %
Total Franchise and Company-owned salons
4,709 4,863
_______________________________________________________________________________
(1) Canadian and Puerto Rican salons are included in the North American salon totals.
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Financial information concerning the Company's reportable operating segments is shown in the table below. Segment information is presented in the same way that the Company internally organizes the business for assessing performance and making decisions regarding allocation of resources. In the second quarter of fiscal year 2023, the Company revised its internal reporting such that the CODM’s primary measures of segment performance are revenue and segment adjusted EBITDA. Revenue and segment adjusted EBITDA are regularly reviewed by the CODM to make decisions about resources to be allocated to the segments, assess current performance, and forecast future performance. Asset information by segment is not provided to the CODM. Segment adjusted EBITDA is defined as income from continuing operations before interest, income taxes, depreciation, amortization, and impairment. C onsistent with our internal management reporting, unallocated expenses include certain items impacting comparability. These unallocated items are not defined terms within U.S. GAAP. They are based on how management views the business, makes financial, operating and planning decisions and evaluates the Company's ongoing performance and are not attributable to either segment. Unallocated fees include one-time professional fees and settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired ROUA, lease termination fees and asset retirement obligation costs.
Three Months Ended December 31, Six Months Ended December 31,
2023 2022 2023 2022
(Dollars in thousands)
Revenues:
Franchise $ 49,274 $ 57,354 $ 100,710 $ 116,111
Company-owned 1,779 2,613 3,715 5,727
Total revenue 51,053 59,967 104,425 121,838
Segment adjusted EBITDA:
Franchise 6,371 7,532 14,331 12,523
Company-owned ( 338 ) 303 ( 835 ) ( 863 )
Total 6,033 7,835 13,496 11,660
Unallocated expenses ( 108 ) ( 2,064 ) 33 ( 2,631 )
Depreciation and amortization ( 677 ) ( 3,793 ) ( 1,047 ) ( 5,044 )
Long-lived asset impairment ( 170 ) — ( 170 ) —
Interest expense ( 6,188 ) ( 4,519 ) ( 12,376 ) ( 8,336 )
Income tax benefit (expense) 107 — 255 ( 28 )
Income from discontinued operations 2,000 134 2,000 3,440
Total net income (loss) $ 997 $ ( 2,407 ) $ 2,191 $ ( 939 )
13. SUBSEQUENT EVENTS:
On January 28, 2024, the Board of Directors of the Company, authorized and declared a dividend of one preferred stock purchase right (a “Right”) for each outstanding share of Common Stock. The dividend is payable on February 9, 2024 (the “Record Date”), to the holders of record of shares of Common Stock as of the close of business on the Record Date. The description and terms of the Rights are set forth in a Tax Benefits Preservation Plan, dated as of January 29, 2024, as the same may be amended from time to time (the “Plan”), between the Company and Equiniti Trust Company, LLC, as Rights Agent.
By adopting the Plan, the Board of Directors is seeking to protect the Company’s ability to use its net operating loss carryforwards (“NOLs”) and other tax attributes to offset potential future income tax liabilities. The Company’s ability to use such NOLs and other tax attributes would be substantially limited if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “Code”). Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by the Company. The Plan is intended to make it more difficult for the Company to undergo an ownership change by deterring any person from acquiring 4.95 % or more of the outstanding shares without the approval of the Board of Directors. The Board of Directors believes it is in the best interest of the Company and its stockholders to reduce the likelihood of an ownership change, which could harm the Company’s future operating results by effectively increasing the Company future tax liabilities.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.