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8-K - 8-K - REGIS CORPa13-4089_18k.htm

Exhibit 99

 

 

CONTACT: REGIS CORPORATION:

 

Mark Fosland – SVP, Finance and Investor Relations

 

952-806-1707

 

Andy Larew – Director, Finance-Investor Relations

 

952-806-1425

 

For Immediate Release

 

REGIS REPORTS SECOND QUARTER 2013 RESULTS

 

MINNEAPOLIS, January 31, 2013 — Regis Corporation (NYSE:  RGS), a leader in the haircare industry, whose primary business is owning, operating and franchising hair salons, today reported results for its fiscal second quarter ended December 31, 2012 versus the prior year as noted below.  References made to discrete items were formerly referred to as non-operational items in previous earnings releases, and references made to financial measures, as adjusted, were formerly referred to as operational measures in previous earnings releases.

 

·                  Sales of $506.2 million, a decrease of 3.8 %. Same-store sales declined 1.9%.

 

·                  GAAP net loss of $12.3 million.  GAAP net loss including discontinued operations per diluted share (Diluted EPS) of $0.22.

 

·                  Diluted EPS, as adjusted, of $0.03 compared to $0.27.

 

·                  Current year earnings were reduced by approximately $0.05 per share, representing increased labor costs, primarily associated with increased stylist hours, impacts of Hurricane Sandy and reduced equity in earnings of Empire Education Group, partly offset by reductions in general & administrative expenses.

 

·                  Prior year earnings were increased by $0.10 per share, representing equity in earnings of Provalliance (sold in the current year first quarter) and tax benefits primarily from the realization of employment tax credits.

 

·                  EBITDA, as adjusted, of $31.1 million compared to $43.7 million.

 

·                  Current year was reduced by approximately $8.9 million due to increased labor costs, primarily associated with increased stylist hours and impacts of Hurricane Sandy.

 

·                  Current year was improved by $6.1 million of reductions in general and administrative expenses, as adjusted, representing an 80 basis point decline as a percentage of revenues.

 

·                  The current year quarter includes net discrete after-tax expense of $14.0 million, primarily related to impairment of our investment in Empire Education Group, partly offset by earnings from discontinued operations.  The prior year quarter includes $73.8 million of net discrete after-tax expense.

 

·                  All periods presented reflect the reclassification of our Hair Restoration segment to discontinued operations.  During the current quarter, the Hair Restoration segment generated earnings of $0.07 per diluted share.

 

“Second quarter results reflect conscious decisions we’ve made to invest in our business to drive traffic,” said Dan Hanrahan, President and Chief Executive Officer.  “We made the decision to increase salon hours, primarily in our SmartStyle salons located in Walmart and our Supercuts salons.  We knew this decision would impact

 



 

gross margins, but we believed increasing hours would help stem continued declines in guest traffic.  By adding hours, we are beginning to see improvements in guest traffic, especially in our SmartStyle and Supercuts businesses.  Service traffic in SmartStyle was up over 4% for the quarter compared to the same period last year, and for the first time in thirteen consecutive quarters, SmartStyle posted positive same-store service sales.  Overall, same-store sales trends improved 120 basis points compared to the first quarter of this fiscal year.”

 

Mr. Hanrahan continued, “While this investment currently reduced gross margins, we are continuing to focus on scheduling optimization, so that in the back half of this year our margins will be less impacted by increased hours.  Scheduling optimization is in its early stages, and we are working diligently to strike the proper balance between staffing and guest traffic.  Preliminary January findings indicate this gap may be narrowing in a number of our Supercuts salons, giving me confidence we can and will continue to improve during the remainder of our fiscal year.

 

“On a positive note, we continued to drive expense out of the business.  General and administrative expenses, as adjusted, were reduced by over $6 million compared to the same quarter last year.  While we expect our general and administrative run rate to continue in the second half, we continue to focus on areas of the business that can drive further cost efficiencies.”

 

Mr. Hanrahan concluded, “We are in the early stages on several initiatives focused on creating an ideal guest experience that drives loyalty and repeat business, developing, retaining and attracting the best stylists and optimizing our brand portfolio.  Changing the strategic direction of any established business requires investment, execution and time.  After six months in this role, I remain extremely confident about our ability to improve Regis’ performance and the entire organization shares my sense of urgency to achieve that goal.”

 

Comparable Profitability Measures (1)

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

Fiscal Years Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

2011

 

 

 

(Dollars in Millions)

 

Revenue

 

$

506.2

 

$

526.1

 

$

1,011.5

 

$

1,057.5

 

$

2,122.2

 

$

2,180.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue growth (decline) %

 

(3.8

)

(2.3

)

(4.3

)

(2.1

)

(2.7

)

(1.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-Store Sales %

 

(1.9

)

(3.3

)

(2.5

)

(3.4

)

(3.5

)

(1.9

)

Same-Store Average Ticket % Change

 

0.5

 

(0.9

)

(0.2

)

(0.4

)

(0.6

)

1.0

 

Same-Store Guest Count % Change

 

(2.4

)

(2.4

)

(2.3

)

(3.0

)

(2.9

)

(2.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Margin % (2)

 

41.7

 

44.2

 

42.1

 

44.4

 

44.2

 

44.1

 

Service Margin % (2)

 

39.7

 

42.7

 

40.3

 

43.0

 

42.7

 

42.6

 

Product Margin % (2)

 

49.1

 

49.5

 

48.6

 

49.9

 

49.6

 

49.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Site operating expense as % of total revenues, U.S. GAAP reported

 

9.9

 

9.8

 

10.1

 

10.0

 

9.8

 

9.7

 

Site operating expense as % of total revenues, as adjusted

 

10.1

 

9.8

 

10.2

 

10.0

 

9.7

 

9.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative as % of total revenues, U.S. GAAP reported

 

11.0

 

11.9

 

11.0

 

12.2

 

11.8

 

13.1

 

General and administrative as % of total revenues, as adjusted

 

10.8

 

11.6

 

11.0

 

11.7

 

11.0

 

11.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) as % of total revenues, U.S. GAAP reported

 

1.7

 

2.3

 

1.8

 

2.0

 

(0.1

)

(0.7

)

Operating income as % of total revenues, as adjusted

 

1.7

 

3.8

 

1.7

 

3.8

 

4.6

 

4.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

17.4

 

(21.2

)

86.3

 

26.5

 

14.7

 

101.3

 

EBITDA, as adjusted

 

31.1

 

43.7

 

61.5

 

87.6

 

191.4

 

195.3

 

 


(1)         As of September 30, 2012, the Company classified the results of operations of the Hair Restoration Centers as discontinued operations. Beginning with the first quarter ended September 30, 2012, the Company reclassified certain salon marketing and advertising expenses that were previously within cost of service and general and administrative expense to site operating expense.  All periods presented reflect the Hair Restoration segment operations as discontinued operations and the reclassifications that were made during the quarter ended September 30, 2012.

(2)         Excludes depreciation and amortization.

 



 

Second Quarter Results:

 

Revenues.  Revenues for the quarter declined $20.0 million, or 3.8%, compared to the prior year quarter.

 

Salon revenues during the quarter were $496.5 million, a decrease of $20.4 million, or 3.9%, from the prior year quarter, mainly driven by declines in North American salons.  North American service revenues for the quarter were $364.5 million, a decrease of $15.2 million, or 4.0%, compared to the same period last year.  Compared to the prior year quarter, North American same-store service sales declined 1.5%, comprised of a 2.2% decrease in guest counts and 0.7 % increase in average ticket price.  Management estimates that lost business from Hurricane Sandy negatively impacted same-store service sales by approximately 30 basis points.  Net changes in store counts drove the remaining 2.5% decrease compared to the prior year quarter.

 

Product revenues for the quarter were $108.2 million, a decrease of $4.7 million, or 4.1% versus the same period last year.  Product same-store sales declined 3.6%.

 

Royalties and fees for the quarter of $9.6 million increased $0.4 million, or 4.7%, versus the prior year quarter.

 

Gross Margin.  Gross margin as a percent of service and product revenues for the second quarter decreased 250 basis points to 41.7% compared to the prior year quarter.

 

Service margin as a percent of service revenues for the quarter was 39.7%, a decline of 300 basis points compared the prior year quarter, primarily related to increased salon labor costs in North American salons.  The increase in salon labor costs was due the Company’s decision to increase stylist hours to drive traffic.  Hours increased at a faster rate than same-store service sales.  The Company is in the early stages of implementing a scheduling optimization tool which will help align changes to salon hours with changes in guest traffic.  Product margin as a percent of product revenues for the quarter was 49.1%, a decline of 40 basis points compared to the prior year quarter, in part, driven by product donations for Hurricane Sandy relief efforts.

 

Site Operating Expenses.  Site operating expenses for the quarter of $49.9 million, or 9.9% of revenues, declined by $1.6 million or 3.1% compared to the same quarter last year.  Excluding the impact of discrete items, site operating expenses, as adjusted, for the quarter of $51.0 million, or 10.1% of revenues, a decrease of $0.5 million, or 0.9%, compared to the same quarter last year.  The decrease in expense was primarily driven by the fact that we were lapping a marketing event in the prior year that was not repeated in the current year, partly offset by increased communication and insurance costs.

 

General and Administrative.  General and administrative expenses for the quarter of $55.8 million, or 11.0% of revenues, decreased $6.8 million, or 90 basis points, compared to the same quarter last year.  Excluding the impact of discrete items, general and administrative expenses, as adjusted, for the quarter decreased $6.1 million, or 9.9%, compared to the same quarter last year, representing an 80 basis point decline as a percent of revenues.  This reduction was driven by cost saving initiatives the Company put in place to simplify and become efficient in supporting salon operations.  We expect general and administrative run rates to continue in the second half and we continue to focus on simplification to drive further cost efficiencies.

 

Rent.  Rent expense for the quarter was $80.6 million, or 15.9% of revenues, representing an increase of 10 basis points over the same quarter last year, primarily the result of negative leverage due to decreases in same-store sales.  Rent expense actually declined by $2.7 million, or 3.2%, compared to the same quarter last year, due to store closures.

 

Depreciation and Amortization.  Depreciation and amortization for the quarter was $21.9 million, or 4.3% of revenues, compared to $28.4 million, or 5.4% of revenues in the prior quarter.  Excluding the impact of discrete items in the prior year quarter, depreciation and amortization was essentially flat versus the prior year quarter.

 



 

Income Taxes.  During the three months ended December 31, 2012, the Company recognized tax expense of $1.1 million at an effective tax rate, as adjusted, of 40.6%. The Company’s tax rate, as adjusted, came in higher than the rate of 21.6% for the prior year quarter primarily due to the prior year rate benefiting from employment tax credits.

 

Equity in Affiliates.  Loss from equity method investments and affiliated companies was $17.7 million in the second quarter of fiscal 2013, which included a net discrete impairment charge of $17.9 million related to Empire Education Group.  Income from equity method investments and affiliated companies, as adjusted, was $0.2 million, a decrease of $4.9 million over the second quarter of fiscal 2012.  The reduction in earnings, as adjusted, is the result of the Company’s sale of its investment in Provalliance and reduced earnings at Empire Education Group due to declining student enrollment.

 

EBITDA.  EBITDA for the quarter of $17.4 million increased by $38.6 million, or 181.7%, compared to the prior year quarter.  Excluding the impact of discrete items, EBITDA, as adjusted, for the quarter of $31.1 million decreased by $12.6 million, or 28.9% compared to the prior year quarter.

 

Discrete Items.  Discrete expense for the current quarter netted to $14.0 million on an after-tax basis, and consisted of the following after-tax items:

 

·                  After-tax non-cash impairment charge of $17.9 million related to the Company’s investment in Empire Education Group.

·                  Senior management restructuring costs of $0.6 million after-tax related to severance.

·                  Self-insurance reserve benefit of $0.7 million after-tax primarily related to an actuarial adjustment to prior years’ workers’ compensation reserves.

·                  Earnings from discontinued operations of $3.9 million after-tax related to the Company’s Hair Restoration segment.

 

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.

 

Regis Corporation will host a conference call discussing second quarter results today, January 31, 2013, at 10 a.m., Central time. Interested parties are invited to listen by logging on to www.regiscorp.com or dialing 877-941-8609. A replay of the call will be available later that day. The replay phone number is 800-406-7325, access code 4590684#.

 

About Regis Corporation

 

Regis Corporation (NYSE:RGS) is the beauty industry’s global leader in beauty salons, hair restoration centers and cosmetology education. As of December 31, 2012, the Company owned, franchised or held ownership interests in approximately 10,000 worldwide locations. Regis’ corporate and franchised locations operate under concepts such as Supercuts, Sassoon Salon, Regis Salons, MasterCuts, SmartStyle, Cost Cutters, Cool Cuts 4 Kids and Hair Club for Men and Women. Regis maintains ownership interests in Empire Education Group in the U.S. and the MY Style concepts in Japan.  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 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. 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 impact of management and organizational changes; the Company’s dependence on same-store sales increases to increase revenue; the impact on the Company of healthcare reform legislation; competition within the personal hair care industry, which remains strong, both domestically and internationally; price sensitivity; changes in economic conditions; changes in consumer tastes and fashion trends; the ability of the Company to implement its planned spending and cost reduction plan and to continue to maintain compliance with financial covenants in its credit agreements; the Company’s reliance on management information systems; successful deployment of point-of-sale and guest relationship management systems; the ability of the Company to retain and attract stylists; labor and benefit costs; legal claims; the continued ability of the Company and its franchisees to obtain suitable locations and financing for new salon development and to maintain satisfactory relationships with landlords and other licensors with respect to existing locations; governmental initiatives such as minimum wage rates, taxes and possible franchise legislation; the ability of the Company to optimize its brand portfolio and integrate salons that support its growth objectives; the ability of the Company to maintain satisfactory relationships with suppliers; financial performance of our joint ventures; risk inherent to international developments (including currency fluctuations); or other factors not listed above. Additional information concerning potential factors that could affect future financial results is set forth in the Company’s Annual Report on Form 10-K for the year ended June 30, 2012. 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 (NYSE: RGS)
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
as of December 31, 2012 and June 30, 2012
(Dollars in thousands, except per share data)

 

 

 

December 31, 2012

 

June 30, 2012

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

218,343

 

$

111,943

 

Receivables, net

 

24,597

 

28,954

 

Inventories

 

153,864

 

142,276

 

Deferred income taxes

 

17,988

 

14,503

 

Income tax receivable

 

13,864

 

14,098

 

Other current assets

 

21,486

 

55,903

 

Current assets held for sale

 

16,816

 

17,000

 

Total current assets

 

466,958

 

384,677

 

 

 

 

 

 

 

Property and equipment, net

 

302,756

 

305,799

 

Goodwill

 

463,470

 

462,279

 

Other intangibles, net

 

22,893

 

23,395

 

Investment in and loans to affiliates

 

42,170

 

160,987

 

Other assets

 

62,697

 

59,488

 

Long-term assets held for sale

 

179,959

 

175,221

 

 

 

 

 

 

 

Total assets

 

$

1,540,903

 

$

1,571,846

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Long-term debt, current portion

 

$

28,950

 

$

28,937

 

Accounts payable

 

59,277

 

47,890

 

Accrued expenses

 

140,322

 

157,026

 

Current liabilities related to assets held for sale

 

16,538

 

18,120

 

Total current liabilities

 

245,087

 

251,973

 

 

 

 

 

 

 

Long-term debt and capital lease obligations

 

240,033

 

258,737

 

Other noncurrent liabilities

 

160,257

 

143,972

 

Long-term liabilities related to assets held for sale

 

28,781

 

28,007

 

Total liabilities

 

674,158

 

682,689

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, $0.05 par value; issued and outstanding 56,615,264 and 57,415,241 common shares at December 31, 2012 and June 30, 2012, respectively

 

2,831

 

2,871

 

Additional paid-in capital

 

334,353

 

346,943

 

Accumulated other comprehensive income

 

26,109

 

55,114

 

Retained earnings

 

503,452

 

484,229

 

 

 

 

 

 

 

Total shareholders’ equity

 

866,745

 

889,157

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,540,903

 

$

1,571,846

 

 

-more-

 



 

REGIS CORPORATION (NYSE: RGS)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Service

 

$

388,286

 

$

404,025

 

$

781,702

 

$

819,042

 

Product

 

108,236

 

112,900

 

210,520

 

219,673

 

Royalties and fees

 

9,643

 

9,213

 

19,303

 

18,769

 

 

 

506,165

 

526,138

 

1,011,525

 

1,057,484

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service

 

234,265

 

231,392

 

466,793

 

467,057

 

Cost of product

 

55,064

 

57,007

 

108,196

 

110,030

 

Site operating expenses

 

49,872

 

51,466

 

102,219

 

106,277

 

General and administrative

 

55,795

 

62,642

 

111,667

 

128,512

 

Rent

 

80,555

 

83,249

 

162,054

 

165,425

 

Depreciation and amortization

 

21,891

 

28,446

 

42,600

 

59,243

 

Total operating expenses

 

497,442

 

514,202

 

993,529

 

1,036,544

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

8,723

 

11,936

 

17,996

 

20,940

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(6,649

)

(7,203

)

(13,478

)

(14,563

)

Interest income and other, net

 

601

 

2,651

 

35,213

 

3,969

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and equity in (loss) income of affiliated companies

 

2,675

 

7,384

 

39,731

 

10,346

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

(1,085

)

(543

)

(4,071

)

(1,752

)

Equity in (loss) income of affiliated companies, net of income taxes

 

(17,709

)

5,059

 

(17,132

)

8,929

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

(16,119

)

11,900

 

18,528

 

17,523

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations, net of taxes

 

3,853

 

(69,327

)

7,630

 

(66,613

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(12,266

)

$

(57,427

)

$

26,158

 

$

(49,090

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

(0.28

)

0.21

 

0.32

 

0.31

 

Income (loss) from discontinued operations

 

0.07

 

(1.22

)

0.13

 

(1.17

)

Net (loss) income per share, basic(1)

 

$

(0.22

)

$

(1.01

)

$

0.46

 

$

(0.86

)

Diluted:

 

 

 

 

 

 

 

 

 

(Loss) income from continuing operations

 

(0.28

)

0.20

 

0.32

 

0.31

 

Income (loss) from discontinued operations

 

0.07

 

(1.01

)

0.13

 

(1.17

)

Net (loss) income per share, diluted(1)

 

$

(0.22

)

$

(0.81

)

$

0.46

 

$

(0.86

)

 

 

 

 

 

 

 

 

 

 

Weighted average common and common equivalent shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

56,794

 

56,857

 

57,043

 

56,853

 

Diluted

 

56,794

 

68,417

 

57,125

 

57,159

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.06

 

$

0.06

 

$

0.12

 

$

0.12

 

 


(1)                         Total is a recalculation; line items calculated individually may not sum to total due to rounding.

 

-more-

 



 

REGIS CORPORATION (NYSE: RGS)

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net (loss) income:

 

$

(12,266

)

$

(57,427

)

$

26,158

 

$

(49,090

)

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

(2,178

)

(2,089

)

4,860

 

(22,642

)

Change in fair market value of financial instruments designated as cash flow hedges

 

 

(89

)

(23

)

357

 

Reclassification associated with liquidation of foreign entities

 

 

 

(33,842

)

 

Other comprehensive loss:

 

(2,178

)

(2,178

)

(29,005

)

(22,285

)

Comprehensive loss:

 

$

(14,444

)

$

(59,605

)

$

(2,847

)

$

(71,375

)

 

-more-

 



 

REGIS CORPORATION (NYSE: RGS)
SELECTED CASH FLOW DATA (Unaudited)
(Dollars in thousands)

 

 

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

58,969

 

$

61,947

 

Net cash provided by (used in) investing activities

 

88,006

 

(42,877

)

Net cash used in financing activities

 

(43,071

)

(28,942

)

Effect of exchange rate changes on cash and cash equivalents

 

2,496

 

(3,292

)

Increase (decrease) in cash and cash equivalents

 

106,400

 

(13,164

)

Cash and cash equivalents:

 

 

 

 

 

Beginning of year

 

111,943

 

96,263

 

End of year

 

$

218,343

 

$

83,099

 

 

-more-

 



 

REVENUES BY CONCEPT:

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

(Dollars in thousands)

 

2012

 

2011

 

2012

 

2011

 

North American salons:

 

 

 

 

 

 

 

 

 

Regis

 

$

95,432

 

$

104,629

 

$

192,299

 

$

209,496

 

MasterCuts

 

37,604

 

40,293

 

75,535

 

80,751

 

SmartStyle

 

127,369

 

125,980

 

250,367

 

254,464

 

Supercuts

 

85,109

 

85,031

 

172,177

 

168,634

 

Promenade

 

127,888

 

136,136

 

256,906

 

276,581

 

Total North American salons

 

473,402

 

492,069

 

947,284

 

989,926

 

 

 

 

 

 

 

 

 

 

 

International salons

 

32,763

 

34,069

 

64,241

 

67,558

 

Consolidated revenues

 

$

506,165

 

$

526,138

 

$

1,011,525

 

$

1,057,484

 

 

 

 

 

 

 

 

 

 

 

Percentage change from prior year

 

(3.8

)%

(2.3

)%

(4.3

)%

(2.1

)%

 

SAME-STORE SALES (1):

 

 

 

For the Three Months Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

Service

 

Product

 

Total

 

Service

 

Product

 

Total

 

Regis Salons

 

(2.9

)%

(4.6

)%

(3.2

)%

(4.9

)%

2.9

%

(3.5

)%

MasterCuts

 

(4.0

)

(4.8

)

(4.2

)

(3.4

)

3.1

 

(2.1

)

Supercuts

 

0.5

 

(1.2

)

0.3

 

(1.1

)

(3.0

)

(1.3

)

Promenade

 

(2.6

)

(5.6

)

(2.9

)

(2.8

)

(2.8

)

(2.8

)

SmartStyle

 

0.8

 

(0.2

)

0.5

 

(3.7

)

(3.7

)

(3.7

)

North America Same-Store Sales

 

(1.5

)%

(2.5

)%

(1.7

)%

(3.2

)%

(1.5

)%

(2.9

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

International Same-Store Sales

 

(2.5

)%

(14.3

)%

(6.6

)%

(6.7

)%

(16.1

)%

(10.1

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Same-Store Sales

 

(1.5

)%

(3.6

)%

(1.9

)%

(3.4

)%

(3.0

)%

(3.3

)%

 


(1)         Same-store sales are calculated on a daily basis as the total change in sales for company-owned locations which were open on a specific day of the week during the current period and the corresponding prior period. Quarterly same-store sales are the sum of the 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. International same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

 

- more -

 



 

SAME-STORE SALES (1):

 

 

 

For the Six Months Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

Service

 

Product

 

Total

 

Service

 

Product

 

Total

 

Regis Salons

 

(3.5

)%

(3.1

)%

(3.4

)%

(4.7

)%

2.3

%

(3.5

)%

MasterCuts

 

(4.5

)

(3.3

)

(4.2

)

(3.9

)

1.1

 

(2.9

)

Supercuts

 

0.9

 

(0.9

)

0.7

 

(0.5

)

(3.7

)

(0.9

)

Promenade

 

(2.8

)

(4.9

)

(3.0

)

(2.7

)

(4.3

)

(2.9

)

SmartStyle

 

(1.9

)

(1.8

)

(1.9

)

(3.6

)

(4.0

)

(3.8

)

North America Same-Store Sales

 

(2.2

)%

(2.6

)%

(2.3

)%

(3.1

)%

(2.3

)%

(3.0

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

International Same-Store Sales

 

(2.8

)%

(11.8

)%

(5.8

)%

(6.6

)%

(15.6

)%

(9.8

)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Same-Store Sales

 

(2.3

)%

(3.4

)%

(2.5

)%

(3.3

)%

(3.6

)%

(3.4

)%

 


(1)  Same-store sales are calculated on a daily basis as the total change in sales for company-owned locations which were open on a specific day of the week during the current period and the corresponding prior period. Quarterly same-store sales are the sum of the 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. International same-store sales are calculated in local currencies to remove foreign currency fluctuations from the calculation.

 

- more -

 



 

FINANCIAL INFORMATION BY SEGMENT:

 

Financial information concerning the Company’s salon businesses is shown in the following tables.

 

 

 

For the Three Months Ended December 31, 2012 (Unaudited)

 

 

 

Salons

 

Unallocated

 

 

 

(Dollars in thousands)

 

North America

 

International

 

Corporate

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

Service

 

$

364,486

 

23,800

 

$

 

$

388,286

 

Product

 

99,273

 

8,963

 

 

108,236

 

Royalties and fees

 

9,643

 

 

 

9,643

 

 

 

473,402

 

32,763

 

 

506,165

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service

 

221,562

 

12,703

 

 

234,265

 

Cost of product

 

50,176

 

4,888

 

 

55,064

 

Site operating expenses

 

47,417

 

2,455

 

 

49,872

 

General and administrative

 

30,129

 

2,499

 

23,167

 

55,795

 

Rent

 

71,778

 

8,420

 

357

 

80,555

 

Depreciation and amortization

 

17,138

 

1,565

 

3,188

 

21,891

 

Total operating expenses

 

438,200

 

32,530

 

26,712

 

497,442

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

35,202

 

233

 

(26,712

)

8,723

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(6,649

)

(6,649

)

Interest income and other, net

 

 

 

601

 

601

 

Income (loss) from continuing operations before income taxes and equity in loss of affiliated companies

 

$

35,202

 

$

233

 

$

(32,760

)

$

2,675

 

 

 

 

For the Three Months Ended December 31, 2011 (Unaudited)

 

 

 

Salons

 

Unallocated

 

 

 

(Dollars in thousands)

 

North America

 

International

 

Corporate

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

Service

 

$

379,694

 

$

24,331

 

$

 

$

404,025

 

Product

 

103,162

 

9,738

 

 

112,900

 

Royalties and fees

 

9,213

 

 

 

9,213

 

 

 

492,069

 

34,069

 

 

526,138

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service

 

218,270

 

13,122

 

 

231,392

 

Cost of product

 

51,753

 

5,254

 

 

57,007

 

Site operating expenses

 

48,758

 

2,708

 

 

51,466

 

General and administrative

 

30,085

 

2,607

 

29,950

 

62,642

 

Rent

 

73,833

 

9,060

 

356

 

83,249

 

Depreciation and amortization

 

18,283

 

1,112

 

9,051

 

28,446

 

Total operating expenses

 

440,982

 

33,863

 

39,357

 

514,202

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

51,087

 

206

 

(39,357

)

11,936

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(7,203

)

(7,203

)

Interest income and other, net

 

 

 

2,651

 

2,651

 

Income (loss) from continuing operations before income taxes and equity in income of affiliated companies

 

$

51,087

 

$

206

 

$

(43,909

)

$

7,384

 

 

- more -

 



 

 

 

For the Six Months Ended December 31, 2012 (Unaudited)

 

 

 

Salons

 

Unallocated

 

 

 

(Dollars in thousands)

 

North America

 

International

 

Corporate

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

Service

 

$

734,166

 

$

47,536

 

$

 

$

781,702

 

Product

 

193,815

 

16,705

 

 

210,520

 

Royalties and fees

 

19,303

 

 

 

19,303

 

 

 

947,284

 

64,241

 

 

1,011,525

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service

 

441,793

 

25,000

 

 

466,793

 

Cost of product

 

99,252

 

8,944

 

 

108,196

 

Site operating expenses

 

97,013

 

5,206

 

 

102,219

 

General and administrative

 

61,820

 

5,017

 

44,830

 

111,667

 

Rent

 

144,500

 

16,822

 

732

 

162,054

 

Depreciation and amortization

 

33,726

 

2,597

 

6,277

 

42,600

 

Total operating expenses

 

878,104

 

63,586

 

51,839

 

993,529

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

69,180

 

655

 

(51,839

)

17,996

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(13,478

)

(13,478

)

Interest income and other, net

 

 

 

35,213

 

35,213

 

(Loss) income from continuing operations before income taxes and equity in loss of affiliated companies

 

$

69,180

 

$

655

 

$

(30,104

)

$

39,731

 

 

 

 

For the Six Months Ended December 31, 2011 (Unaudited)

 

 

 

Salons

 

Unallocated

 

 

 

(Dollars in thousands)

 

North America

 

International

 

Corporate

 

Consolidated

 

Revenues:

 

 

 

 

 

 

 

 

 

Service

 

$

769,858

 

$

49,184

 

$

 

$

819,042

 

Product

 

201,299

 

18,374

 

 

219,673

 

Royalties and fees

 

18,769

 

 

 

18,769

 

 

 

989,926

 

67,558

 

 

1,057,484

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of service

 

441,245

 

25,812

 

 

467,057

 

Cost of product

 

100,197

 

9,833

 

 

110,030

 

Site operating expenses

 

100,610

 

5,667

 

 

106,277

 

General and administrative

 

62,730

 

5,248

 

60,534

 

128,512

 

Rent

 

147,213

 

17,824

 

388

 

165,425

 

Depreciation and amortization

 

36,824

 

2,418

 

20,001

 

59,243

 

Total operating expenses

 

888,819

 

66,802

 

80,923

 

1,036,544

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

101,107

 

756

 

(80,923

)

20,940

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(14,563

)

(14,563

)

Interest income and other, net

 

 

 

3,969

 

3,969

 

Income (loss) from continuing operations before income taxes and equity in income of affiliated companies

 

$

101,107

 

$

756

 

$

(91,517

)

$

10,346

 

 

- more -

 



 

Non-GAAP Reconciliations

 

References made to discrete items were formerly referred to as non-operational items in previous earnings releases, and references made to financial measures, as adjusted, were formerly referred to as operational measures in previous earnings releases.

 

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 business from the same perspective as management and Board of Directors. These non-GAAP financial measures provide investors an enhanced understanding of our operations, facilitate investors’ analysis and comparisons of our current and past results of operations and provide insight into the prospects of our future performance.  We also believe that the non-GAAP measures are useful to investors because they provide supplemental information that 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 the 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 six months ended December 31, 2012 and 2011:

 

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.

 

Self-insurance reserves adjustments — We have excluded the self-insurance reserves adjustments associated with our prior year reserves from our non-GAAP results.  During the three and six months ended December 31, 2012, we recorded a benefit of $1.1 million.

 

Senior management restructure charges — We have excluded expense associated with senior management restructuring charges from our non-GAAP results.  During the three and six months ended December 31, 2012 we incurred expense of $1.0 million associated with senior management restructuring. During the three and six months ended December 31, 2011 we incurred expense of $0.7 and $2.3 million, respectively, associated with senior management restructuring.

 

Pure Beauty note receivable recovery — We have excluded the bad debt recovery associated with the outstanding note receivable with Pure Beauty from our non-GAAP results. During the six months ended December 31, 2012, we recorded $0.3 million for the recovery of bad debt previously recorded on the outstanding note receivable with Pure Beauty.

 

Proxy fees — We have excluded the advisory fees and other costs associated with the fiscal year 2011 contested proxy from our non-GAAP results.  During the three and six months ended December 31, 2011, we incurred $1.1 and $2.2 million, respectively, of advisory fees and other costs associated with the fiscal year 2011 contested proxy.

 

Point-of-sale system accelerated depreciation — We have excluded the accelerated depreciation we recorded related to our point-of-sale system from our non-GAAP results. During the three and six months

 



 

ended December 31, 2011, we recorded $6.3 and $15.0 million, respectively, in accelerated depreciation related to our point-of-sale system.

 

Legal settlements — We have excluded income associated with legal settlements from our non-GAAP results.  During the three and six months ended December 31, 2011 we recorded income of $1.1 million associated with a legal settlement.

 

Recognition in earnings of amounts within accumulated other comprehensive income — We have excluded the recognition in earnings of amounts previously classified within accumulated other comprehensive income (AOCI) that were associated with the liquidation of foreign entities denominated in the Euro.  The Company completed the sale of its investment in Provalliance during the three months ended September 30, 2012 and subsequently liquidated all foreign entities with Euro denominated operations.  During the six months ended December 31, 2012, amounts previously classified within AOCI that were recognized in earnings were foreign currency translation rate gain adjustments of $43.4 million, a cumulative tax-effected net loss of $7.9 million associated with a cross-currency swap that was settled in fiscal year 2007 that hedged the Company’s European operations, and a $1.7 million net loss from cash repatriation with the Company’s European operations.

 

- more -

 



 

Tax provision adjustments — The non-GAAP tax provision adjustments 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.

 

Empire Education Group (“EEG”) impairment— We have excluded the impairment recorded on our investment in EEG from our non-GAAP results.  The Company recorded an other than temporary impairment charge of approximately $17.9 million during the three and six months ended December 31, 2012 as a result of a decrease in the fair value of the Company’s investment in EEG.

 

Provalliance impairment and equity put liability adjustment— We have excluded the $2.7 million other than temporary impairment recorded on our investment in Provalliance, partially offset by the $0.6 million gain recorded for the reduction in the fair value of the equity put option associated with our investment in Provalliance during the six months ended December 31, 2012 from our non-GAAP results.

 

Hair Restoration Centers discontinued operations — We have excluded the operations of our Hair Restoration Centers operations and professional fees associated with the disposition of our Hair Restoration Centers from our non-GAAP results. On July 13, 2012, the Company entered into an agreement to sell its Hair Restoration Centers operations. The Company recorded income from discontinued operations, net of taxes of approximately $3.9 and $7.6 million during the three and six months ended December 31, 2012, respectively. The Company recorded loss from discontinued operations, net of taxes of approximately $69.3 and $66.6 million during the three and six months ended December 31, 2011, respectively.

 

Weighted average shares adjustments — 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 included the dilutive effect of common stock and convertible share equivalents.

 

- more -

 



 

REGIS CORPORATION
 Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 (In thousands, except per share data)

(unaudited)

 

Reconciliation of U.S. GAAP operating income and net (loss) income to equivalent non-GAAP measures

 

 

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

U.S. GAAP financial line item

 

2012

 

2011

 

2012

 

2011

 

U.S. GAAP revenue

 

 

 

$

506,165

 

$

526,138

 

$

1,011,525

 

$

1,057,484

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP operating income

 

 

 

$

8,723

 

$

11,936

 

$

17,996

 

$

20,940

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating expense adjustments:

 

 

 

 

 

 

 

 

 

 

 

Self-insurance reserves adjustments

 

Site operating expense

 

(1,127

)

 

(1,127

)

 

Senior management restructure

 

General and administrative

 

992

 

696

 

992

 

2,349

 

Self-insurance reserves adjustments

 

General and administrative

 

5

 

 

5

 

 

Pure Beauty note receivable recovery

 

General and administrative

 

 

 

(333

)

 

Proxy fees

 

General and administrative

 

 

1,096

 

 

2,225

 

Point-of-sale accelerated depreciation

 

Depreciation and amortization

 

 

6,338

 

 

15,037

 

Total non-GAAP operating expense adjustments

 

 

 

(130

)

8,130

 

(463

)

19,611

 

Non-GAAP operating income (1)

 

 

 

$

8,593

 

$

20,066

 

$

17,533

 

$

40,551

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP net (loss) income

 

 

 

$

(12,266

)

$

(57,427

)

$

26,158

 

$

(49,090

)

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net (loss) income adjustments:

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP operating expense adjustments

 

 

 

(130

)

8,130

 

(463

)

19,611

 

Legal settlement

 

Interest income and other, net

 

 

(1,098

)

 

(1,098

)

AOCI adjustments

 

Interest income and other, net

 

 

 

(33,842

)

 

Tax provision adjustments (2)

 

Income taxes

 

51

 

(2,568

)

1,862

 

(6,800

)

Empire Education Group impairment

 

Equity in (loss) income of affiliated companies, net of tax

 

17,899

 

 

17,899

 

 

Provalliance impairment and equity put liability adjustment

 

Equity in (loss) income of affiliated companies, net of taxes

 

 

 

2,048

 

 

Hair Restoration Center discontinued operations

 

Income (loss) from discontinued operations, net of taxes

 

(3,853

)

69,327

 

(7,630

)

66,613

 

Total non-GAAP net income adjustments

 

 

 

13,967

 

73,791

 

(20,126

)

78,326

 

Non-GAAP net income

 

 

 

$

1,701

 

$

16,364

 

$

6,032

 

$

29,236

 

 


Notes:

(1)         Adjusted operating margins for the three and six months ended December 31, 2012, was 1.7%, and is calculated as non-GAAP operating income divided by U.S. GAAP revenue for each respective period. Adjusted operating margins for the three and six months ended December 31, 2011, was 3.8%, and is calculated as non-GAAP operating income divided by U.S. GAAP revenue for each respective period.

 

(2)     Based on a projected statutory effective tax rate analysis, the non-GAAP tax provision was calculated to be approximately 39% for the three and six months ended December 31, 2012 for all non-GAAP operating expense adjustments, except the AOCI adjustments during the six months ended December 31, 2012.  The AOCI adjustments are primarily non-taxable. Based on a year-to-date tax rate analysis, the non-GAAP tax provision was calculated to be approximately 37% for the three and six months ended December 31, 2011 for all non-GAAP operating expense adjustments.

 

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REGIS CORPORATION
 Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 (In thousands, except per share data)

(unaudited)

 

Reconciliation of U.S. GAAP net (loss) income per diluted share to non-GAAP net income per diluted share

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

U.S. GAAP net (loss) income per diluted share (1) 

 

$

(0.216

)

$

(0.809

)

$

0.458

 

$

(0.859

)

Self-insurance reserves adjustments (2) 

 

(0.012

)

 

(0.012

)

 

Senior management restructure (2) 

 

0.011

 

0.006

 

0.011

 

0.022

 

Pure Beauty note receivable recovery (2)

 

 

 

(0.004

)

 

Proxy fees (2) 

 

 

0.010

 

 

0.021

 

Point-of-sale accelerated depreciation (2) 

 

 

0.059

 

 

0.139

 

Legal settlement (2) 

 

 

(0.010

)

 

(0.010

)

AOCI adjustments (2)

 

 

 

(0.563

)

 

Empire Education Group impairment (2)

 

0.315

 

 

0.313

 

 

Provalliance impairment and equity put liability adjustment (2)

 

 

 

0.036

 

 

Hair Restoration Center discontinued operations

 

(0.068

)

1.013

 

(0.134

)

0.975

 

Dilutive effect under if-converted method (3) (4) 

 

 

 

 

0.200

 

Non-GAAP net income per diluted share (3) (4) (5)

 

$

0.030

 

$

0.270

 

$

0.106

 

$

0.488

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP Weighted average shares - basic 

 

56,794

 

56,857

 

57,043

 

56,853

 

U.S. GAAP Weighted average shares - diluted 

 

56,794

 

68,417

 

57,125

 

57,159

 

Non-GAAP Weighted average shares - diluted (3) 

 

56,893

 

68,417

 

57,125

 

68,354

 

 


Notes:

(1)         For the three months ended December 31, 2011 U.S. GAAP net loss per diluted share is calculated under the if-converted method. Under the if-converted method for the three months ended December 31, 2011, $2.1 million of after tax interest expense on the convertible debt is added to net loss to determine the net loss for diluted earnings per share.

 

(2)         Based on a projected statutory effective tax rate analysis, the non-GAAP tax provision was calculated to be approximately 39% for the three and six months ended December 31, 2012 for all non-GAAP operating expense adjustments, except the AOCI adjustments during the six months ended December 31, 2012.  The AOCI adjustments are primarily non-taxable. Based on a year-to-date tax rate analysis, the non-GAAP tax provision was calculated to be approximately 37% for the three and six months ended December 31, 2011 for all non-GAAP operating expense adjustments.

 

(3)         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 and convertible share equivalents. The earnings per share impact of the adjustements for the three months ended December 31, 2012 included common stock equivalents of 0.1 million of additional shares. The earnings per share impact of the adjustments for the six months ended December 31, 2011 included convertible share equivalents of 11.2 million of additional shares under the if-converted method. The impact of the adjustments described above result in the effect of the common stock equivalents and convertible share equivalents to be dilutive to the non-GAAP net income per share.

 

(4)         For the six months ended December 31, 2011 non-GAAP net income per diluted share, has been calculated under the if-converted method. For the six months ended December 31, 2011, $4.1 million of after tax interest on the convertible debt is added to the non-GAAP net income to determine the non-GAAP net income per diluted earnings per share.

 

(5)         Total is a recalculation; line items calculated individually may not sum to total due to rounding.

 

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REGIS CORPORATION

Summary of Pre-Tax, Income Taxes, and Net Income Impact for Q2 FY13 Discrete Items

 

 

 

Pre-Tax

 

Income Taxes

 

Net Income

 

 

 

 

 

 

 

 

 

Self-insurance reserves adjustments

 

$

(1,122

)

$

438

 

$

(684

)

Senior management restructure

 

992

 

(387

)

605

 

Empire Education Group impairment

 

17,899

 

 

17,899

 

Hair Restoration Center discontinued operations

 

(6,379

)

2,526

 

(3,853

)

Total

 

$

11,390

 

$

2,577

 

$

13,967

 

 

 

 

 

 

 

 

 

 

REGIS CORPORATION
Reconciliation of reported U.S. GAAP net (loss) income to Adjusted EBITDA, a non-GAAP financial measure

($ In thousands)

(unaudited)

 

Adjusted EBITDA

 

EBITDA represents U.S. GAAP net (loss) income for the respective period excluding interest expense, income taxes and depreciation and amortization expense. The Company defines adjusted EBITDA, as EBITDA excluding equity in (loss) income of affiliated companies, and identified items impacting comparability for each respective period. For the three and six months ended December 31, 2012, the items impacting comparability consisted of $1.1 and $1.1 million, respectively, of pre-tax benefit associated with our self-insurance adjustments for prior year reserves, $1.0 and $1.0 million, respectively, of pre-tax expense associated with senior management restructuring and $3.9 and $7.6 million, respectively, of after-tax income from discontinued operations.  For the six months ended December 31, 2012 the items impacting comparability consisted of $0.3 million of income associated with the recovery of bad debt on the Pure Beauty note receivable, $33.8 million of net pre-tax income associated with the recognition in earnings of amounts previously classified within AOCI that were related to the liquidation of foreign entities denominated in the Euro. The impact of the income tax provision adjustments associated with the above items are already included in the U.S. GAAP reported net (loss) income to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to operational EBITDA. The impact of the net $17.9 and $2.0 million impairments of Empire Education Group and Provalliance, respectively, is already included by excluding the impact of the Company’s equity in (loss) income of affiliated companies, net of taxes, as reported. For the three and six months ended December 31, 2011, the items impacting comparability consisted $0.7 and $2.3 million, respectively, of pre-tax expense associated with senior management restructuring, $1.1 and $2.2 million, respectively, of pre-tax expense associated with the fiscal year 2011 contested proxy, $1.1 million, for both periods, of income associated with legal settlements and $69.3 and $66.6 million of after-tax loss from discontinued operations. The impact of the $6.3 and $15.0 million, respectively, accelerated depreciation expense associated with the point-of-sale system and income tax provision adjustments associated with the above items are already included in the U.S. GAAP reported net (loss) income to EBITDA reconciliation, therefore there are no adjustments needed for the reconciliation from EBITDA to adjusted EBITDA.

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(Dollars in thousands)

 

Consolidated reported net (loss) income, as reported (U.S. GAAP)

 

$

(12,266

)

$

(57,427

)

$

26,158

 

$

(49,090

)

Interest expense, as reported

 

6,649

 

7,203

 

13,478

 

14,563

 

Income taxes, as reported

 

1,085

 

543

 

4,071

 

1,752

 

Depreciation and amortization, as reported

 

21,891

 

28,446

 

42,600

 

59,243

 

EBITDA (as defined above)

 

$

17,359

 

$

(21,235

)

$

86,307

 

$

26,468

 

 

 

 

 

 

 

 

 

 

 

Equity in loss (income) of affiliated companies, net of income taxes, as reported

 

17,709

 

(5,059

)

17,132

 

(8,929

)

Self-insurance reserves adjustments

 

(1,122

)

 

(1,122

)

 

Senior management restructuring

 

992

 

696

 

992

 

2,349

 

Pure Beauty note receivable recovery

 

 

 

(333

)

 

Proxy fees

 

 

1,096

 

 

2,225

 

Legal settlement

 

 

(1,098

)

 

(1,098

)

AOCI adjustments

 

 

 

(33,842

)

 

(Income) loss from discontinued operations, net of taxes, as reported

 

(3,853

)

69,327

 

(7,630

)

66,613

 

Adjusted EBITDA, non-GAAP financial measure

 

$

31,085

 

$

43,727

 

$

61,504

 

$

87,628

 

 

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REGIS CORPORATION CONSOLIDATED

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

506,165

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Cost of service (4)

 

234,265

 

60.3

 

 

 

 

 

 

Cost of product (5)

 

55,064

 

50.9

 

 

 

 

 

 

Site operating expenses

 

49,872

 

9.9

 

1,127

 

50,999

 

10.1

 

General and administrative

 

55,795

 

11.0

 

(997

)

54,798

 

10.8

 

Rent

 

80,555

 

15.9

 

 

 

 

 

 

Depreciation and amortization

 

21,891

 

4.3

 

 

 

 

 

 

Total operating expenses

 

$

497,442

 

98.3

 

$

130

 

$

497,572

 

98.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

8,723

 

1.7

 

$

(130

)

$

8,593

 

1.7

 

 


(1)         The three months ended December 31, 2012 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues.

(3)         The three months ended December 31, 2012 included $1.1 million benefit associated with our self-insurance adjustments for prior year reserves and $1.0 million of pre-tax expense associated with senior management restructuring.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

526,138

 

100.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Cost of service (4)

 

231,392

 

57.3

 

 

 

 

 

 

Cost of product (5)

 

57,007

 

50.5

 

 

 

 

 

 

Site operating expenses

 

51,466

 

9.8

 

 

 

 

 

 

General and administrative

 

62,642

 

11.9

 

(1,792

)

60,850

 

11.6

 

Rent

 

83,249

 

15.8

 

 

 

 

 

 

Depreciation and amortization

 

28,446

 

5.4

 

(6,338

)

22,108

 

4.2

 

Total operating expenses

 

$

514,202

 

97.7

 

$

(8,130

)

$

506,072

 

96.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

11,936

 

2.3

 

$

8,130

 

$

20,066

 

3.8

 

 



 


(1)         The three months ended December 31, 2011 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues.

(3)         The three months ended December 31, 2011 included $0.7 million pre-tax expense related to senior management restructuring, $1.1 million pre-tax expense related to our fiscal year 2011 contested proxy, and $6.3 million pre-tax expense for the accelerated depreciation related to our point-of-sale system.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

- more -

 



 

REGIS CORPORATION CONSOLIDATED

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

Six
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

1,011,525

 

100.0

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Six
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Six
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Cost of service (4)

 

466,793

 

59.7

 

 

 

 

 

 

Cost of product (5)

 

108,196

 

51.4

 

 

 

 

 

 

Site operating expenses

 

102,219

 

10.1

 

1,127

 

103,346

 

10.2

 

General and administrative

 

111,667

 

11.0

 

(664

)

111,003

 

11.0

 

Rent

 

162,054

 

16.0

 

 

 

 

 

 

Depreciation and amortization

 

42,600

 

4.2

 

 

 

 

 

 

Total operating expenses

 

$

993,529

 

98.2

 

$

463

 

$

993,992

 

98.3

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

17,996

 

1.8

 

$

(463

)

$

17,533

 

1.7

 

 


(1)         The six months ended December 31, 2012 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues.

(3)         The six months ended December 31, 2012 included $1.1 million benefit associated with our self-insurance adjustments for prior year reserves, $1.0 million of pre-tax expense associated with senior management restructuring, and $0.3 million benefit for the recovery of bad debt on the Pure Beauty note receivable.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

Six
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

1,057,484

 

100.0

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Six
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Six
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Cost of service (4)

 

467,057

 

57.0

 

 

 

 

 

 

Cost of product (5)

 

110,030

 

50.1

 

 

 

 

 

 

Site operating expenses

 

106,277

 

10.0

 

 

 

 

 

 

General and administrative

 

128,512

 

12.2

 

(4,574

)

123,938

 

11.7

 

Rent

 

165,425

 

15.6

 

 

 

 

 

 

Depreciation and amortization

 

59,243

 

5.6

 

(15,037

)

44,206

 

4.2

 

Total operating expenses

 

$

1,036,544

 

98.0

 

$

(19,611

)

$

1,016,933

 

96.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

20,940

 

2.0

 

$

19,611

 

$

40,551

 

3.8

 

 



 


(1)         The six months ended December 31, 2011 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues.

(3)         The six months ended December 31, 2011 included $2.3 million pre-tax expense related to senior management restructuring, $2.2 million pre-tax expense related to our fiscal year 2011 contested proxy, and $15.0 million pre-tax expense for the accelerated depreciation related to our point-of-sale system.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

- more -

 



 

REGIS CORPORATION’S NORTH AMERICA REPORTABLE SEGMENT

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

As Reported

 

 

 

 

 

 

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

473,402

 

100.0

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Cost of service (4)

 

221,562

 

60.8

 

 

 

 

 

 

Cost of product (5)

 

50,176

 

50.5

 

 

 

 

 

 

Site operating expenses

 

47,417

 

10.0

 

1,127

 

48,544

 

10.3

 

General and administrative

 

30,129

 

6.4

 

(2

)

30,127

 

6.4

 

Rent

 

71,778

 

15.2

 

 

 

 

 

 

Depreciation and amortization

 

17,138

 

3.6

 

 

 

 

 

 

Total operating expenses

 

$

438,200

 

92.6

 

$

1,125

 

$

439,325

 

92.8

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

35,202

 

7.4

 

$

(1,125

)

$

34,077

 

7.2

 

 


(1)         The three months ended December 31, 2012 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues for the North America salons reportable segment.

(3)         The three months ended December 31, 2012, included a $1.1 million benefit associated with our self-insurance adjustments for prior year reserves.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

 

 

As Reported

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

 

 

 

 

 

 

Total revenues (1) 

 

$

492,069

 

100.0

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Cost of service (4)

 

218,270

 

57.5

 

 

 

 

 

 

Cost of product (5)

 

51,753

 

50.2

 

 

 

 

 

 

Site operating expenses

 

48,758

 

9.9

 

 

 

 

 

 

General and administrative

 

30,085

 

6.1

 

 

 

 

 

 

Rent

 

73,833

 

15.0

 

 

 

 

 

 

Depreciation and amortization

 

18,283

 

3.7

 

(828

)

17,455

 

3.5

 

Total operating expenses

 

$

440,982

 

89.6

 

$

(828

)

$

440,154

 

89.4

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

51,087

 

10.4

 

$

828

 

$

51,915

 

10.6

 

 


(1)         The three months ended December 31, 2011 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues for the North America salons reportable segment.

 



 

(3)         The three months ended December 31, 2011 included $0.8 million pre-tax expense for the accelerated depreciation related to our point-of-sale system.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

- more -

 


 


 

REGIS CORPORATION’S INTERNATIONAL REPORTABLE SEGMENT

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

As Reported

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

 

 

 

 

 

 

Total revenues (1)

 

$

34,069

 

100.0

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Cost of service (4)

 

13,122

 

53.9

 

 

 

 

 

 

Cost of product (5)

 

5,254

 

54.0

 

 

 

 

 

 

Site operating expenses

 

2,708

 

7.9

 

 

 

 

 

 

General and administrative

 

2,607

 

7.7

 

 

 

 

 

 

Rent

 

9,060

 

26.6

 

 

 

 

 

 

Depreciation and amortization

 

1,112

 

3.3

 

(95

)

1,017

 

3.0

 

Total operating expenses

 

$

33,863

 

99.4

 

$

(95

)

$

33,768

 

99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

206

 

0.6

 

$

95

 

$

301

 

0.9

 

 


(1)         The three months ended December 31, 2011 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of total U.S. GAAP revenues for the International salons reportable segment.

(3)         The three months ended December 31, 2011 included $0.1 million pre-tax expense for the accelerated depreciation related to our point-of-sale system.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

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REGIS CORPORATION’S UNALLOCATED CORPORATE REPORTABLE SEGMENT

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

As Reported

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

 

 

 

 

 

 

Total revenues (1)

 

$

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2012

 

% of
Revenues (2)

 

Cost of service (4)

 

 

 

 

 

 

 

 

Cost of product (5)

 

 

 

 

 

 

 

 

Site operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

23,167

 

4.6

 

(995

)

22,172

 

4.4

 

Rent

 

357

 

0.1

 

 

 

 

 

 

Depreciation and amortization

 

3,188

 

0.6

 

 

 

 

 

 

Total operating expenses

 

$

26,712

 

5.3

 

$

(995

)

$

25,717

 

5.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$

(26,712

)

(5.3

)

$

995

 

$

(25,717

)

(5.1

)

 


(1)         The three months ended December 31, 2012 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of consolidated total revenues.

(3)         The three months ended December 31, 2012 included $1.0 million pre-tax expense related to senior management restructuring.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

 

 

As Reported

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

 

 

 

 

 

 

Total revenues (1)

 

$

 

 

 

 

 

As Reported

 

 

 

Non-GAAP

 

 

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Discrete
Adjustments (3)

 

Three
Months
Ended
December 31,
2011

 

% of
Revenues (2)

 

Cost of service (4)

 

 

 

 

 

 

 

 

Cost of product (5)

 

 

 

 

 

 

 

 

Site operating expenses

 

 

 

 

 

 

 

 

General and administrative

 

29,950

 

5.7

 

(1,792

)

28,158

 

5.4

 

Rent

 

356

 

0.1

 

 

 

 

 

 

Depreciation and amortization

 

9,051

 

1.7

 

(5,415

)

3,636

 

0.7

 

Total operating expenses

 

$

39,357

 

7.5

 

$

(7,207

)

$

32,150

 

6.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$

(39,357

)

(7.5

)

$

7,207

 

$

(32,150

)

(6.1

)

 



 


(1)         The three months ended December 31, 2011 did not include any non-operational adjustments to U.S. GAAP revenues.

(2)         Computed as a percent of consolidated total revenues.

(3)         The three months ended December 31, 2011 included $0.7 million pre-tax expense related to senior management restructuring, $1.1 million pre-tax expense related to our fiscal year 2011 contested proxy and $5.4 million pre-tax expense for the accelerated depreciation related to our point-of-sale system.

(4)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(5)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

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 REGIS CORPORATION’S EQUITY IN INCOME OF AFFILIATED COMPANIES, NET OF TAXES

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 ($ In thousands)

(unaudited)

 

 

 

Three Months Ended

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

(Dollars in thousands)

 

Equity in (loss) income of affiliated companies, net of income taxes, as reported (U.S. GAAP)

 

$

(17,709

)

$

5,059

 

Empire Education Group (“EEG”) impairment adjustment(1)

 

17,899

 

 

Adjusted equity in income of affiliated companies, net of income taxes, non-GAAP

 

$

190

 

$

5,059

 

 


(1)   The Company recorded an other than temporary impairment charge of approximately $17.9 million during the three months ended December 31, 2012 as a result of the decrease in the fair value of the Company’s investment in EEG.

 

REGIS CORPORATION’S SAME-STORE SALES

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
 (unaudited)

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenue decline, as reported (U.S. GAAP)

 

(3.8

)%

(2.3

)%

(4.3

)%

(2.1

)%

Effect of acquisitions

 

 

(0.8

)

(0.1

)

(1.0

)

Effect of new stores and conversions

 

(1.2

)

(1.3

)

(1.4

)

(1.1

)

Effect of franchise revenues

 

(0.1

)

 

(0.1

)

 

Effect of foreign currency

 

(0.1

)

(0.1

)

0.1

 

(0.4

)

Effect of closed salons

 

3.4

 

2.2

 

3.2

 

2.0

 

Other

 

(0.1

)

(1.0

)

0.1

 

(0.8

)

Same-store sales, non-GAAP

 

(1.9

)%

(3.3

)%

(2.5

)%

(3.4

)%

 

- more -

 


 


 

Non-GAAP reconciling items for the twelve months ended June 30, 2012 and 2011:

 

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.

 

Self-insurance reserves adjustments — We have excluded the self-insurance reserves adjustments associated with our prior year reserves from our non-GAAP results.  During the twelve months ended June 30, 2012, we incurred expense of $0.9 million.  During the twelve months ended June 30, 2011, we incurred expense of $1.2 million.

 

Sales and use tax audit accrual adjustment — We have excluded a sales and use tax audit accrual adjustment from our non-GAAP results. During the twelve months ended June 30, 2011, we recorded a benefit of $1.7 million.

 

Senior management restructure and severance charges — We have excluded expense associated with senior management restructuring and other related severance charges from our non-GAAP results.  During the twelve months ended June 30, 2012 and 2011, we incurred expense of $9.8 and $4.3 million, respectively, associated with senior management restructuring and other severance charges.

 

Professional fees — We have excluded expenses associated with our fiscal year 2011 contested proxy from our non-GAAP results.  During the twelve months ended June 30, 2012, we incurred $2.4 million of expense for advisory fees and other costs associated with the fiscal year 2011 contested proxy.

 

Field restructure and other — We have excluded expenses associated with other one-time field restructuring charges from our non-GAAP results.  During the twelve months ended June 30, 2012, we incurred expense of $2.8 million associated with our field restructuring.

 

Deferred compensation — We have excluded expense associated with amending our deferred compensation plan from our non-GAAP results. During the twelve months ended June 30, 2012, we incurred expense of $1.8 million associated with amending our deferred compensation plan such that the benefits are based on years of service and the employees’ compensation as of June 30, 2012.

 

Pure Beauty note receivable (recovery) reserve — We have excluded the bad debt recovery and valuation reserve associated with the outstanding note receivable with Pure Beauty from our non-GAAP results. During the twelve months ended June 30, 2012, we recorded $0.8 million for the recovery of bad debt previously recorded on the outstanding note receivable with Pure Beauty. We recorded valuation reserves of $31.2 million during the twelve months ended June 30, 2011.

 

Legal settlements — We have excluded income and expense associated with legal settlements from our non-GAAP results.  During the twelve months ended June 30, 2012 we recorded income of $1.1 million associated with a legal settlement. During the twelve months ended June 30, 2011, we incurred expense of $2.4 million associated with a legal settlement.

 

Strategic alternative costs — We have excluded the fees associated with our exploration of strategic alternatives during fiscal year 2011 from our non-GAAP results.  During the twelve months ended June 30, 2011, we incurred $1.3 million of expense related to the exploration of strategic alternatives.

 

Point-of-sale system accelerated depreciation — We have excluded the accelerated depreciation we recorded related to our point-of-sale system from our non-GAAP results. During the twelve months ended June 30, 2012, we recorded $16.1 million in accelerated depreciation related to our point-of-sale system.

 



 

Goodwill impairment — We have excluded the goodwill impairment charges we recorded related our Regis salon concept and our Promenade salon concept from our non-GAAP results. The Company recorded goodwill impairment charges of $67.7 million related to our Regis salon concept during the twelve months ended June 30, 2012. The Company recorded a goodwill impairment charge of $74.1 million related to our Promenade salon concept during the twelve months ended June 30, 2011.

 

Tax provision adjustments — The non-GAAP tax provision adjustments 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.

 

- more -

 



 

Empire Education Group (“EEG”) impairment and non-operational charges recorded by EEG— We have excluded the impairment recorded on our investment in EEG and non-operational charges recorded by EEG from our non-GAAP results.  The Company recorded an other than temporary impairment charge of approximately $19.4 million during the twelve months ended June 30, 2012 as a result of a decrease in the fair value of the Company’s investment in EEG.  In addition, the Company recorded an additional $8.7 million of expense primarily related to non-operational charges recorded by EEG for intangible asset impairments.

 

Provalliance impairment, equity put liability, and non-operational charges recorded by Provalliance — We have excluded the impairment recorded on our investment in Provalliance, partially offset by the gain recorded for the reduction in the fair value of the equity put option associated with our Provalliance equity method investment and non-operational charges recorded by Provalliance from our non-GAAP results. The Company recorded an other than temporary impairment charge of approximately $37.4 million during the twelve months ended June 30, 2012, as a result of the Company entering into an agreement to sell its 46.7 percent interest in Provalliance for EUR 80 million. As a result of the expected sale, the Company recorded a gain of approximately $20.2 million during the twelve months ended June 30, 2012 for the decrease in the fair value of the equity put option associated with the Provalliance. In addition, the Company recorded an additional $0.8 million of expense primarily related to non-operational charges recorded by Provalliance. The Company recorded a gain of approximately $3.6 million during the twelve months ended June 30, 2011 for the settlement of a portion of an equity put option associated with our Provalliance equity method investment from our non-GAAP results.

 

MY Style impairment — We have excluded the impairment recorded for our investment in MY Style from our non-GAAP results. Due to the natural disasters in Japan that occurred in March 2011, we recorded an other than temporary impairment for our investment in MY Style of $9.2 million during the twelve months ended June 30, 2011.

 

Discontinued Operations — We have excluded the operations of our Hair Restoration Centers operations and a tax benefit for the release of income tax reserves related to our previous ownership in Trade Secret, Inc. operations from our non-GAAP results. The Company recorded (loss) income of approximately ($62.4) and $12.0 million during the twelve months ended June 30, 2012 and 2011, respectively.

 

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REGIS CORPORATION CONSOLIDATED

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
($ In thousands)

(unaudited)

 

 

 

As Reported

 

Hair

 

Adjusted

 

 

 

 

 

 

 

 

 

Twelve
Months
Ended
June 30, 2012

 

Restoration
Centers
Adjustment
(2)

 

Twelve
Months
Ended
June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

2,273,779

 

(151,552

)

$

2,122,227

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

As Reported

 

Hair

 

 

 

 

 

Twelve

 

 

 

 

 

Twelve
Months
Ended
June 30, 2012

 

Restoration
Centers
Adjustment
(2)

 

Reclassifications
(2)

 

Discrete
Adjustments
(3)

 

Months
Ended
June 30,
2012

 

% of
Revenues
(4)

 

Cost of service (5)

 

985,154

 

(42,693

)

(790

)

 

 

 

 

 

Cost of product (6)

 

249,655

 

(28,020

)

 

 

 

 

 

 

Site operating expenses

 

198,725

 

(6,479

)

14,785

 

(840

)

206,191

 

9.7

 

General and administrative

 

302,572

 

(38,943

)(7)

(13,995

)

(16,055

)

233,579

 

11.0

 

Rent

 

340,805

 

(9,036

)

 

 

 

 

 

 

Depreciation and amortization

 

118,071

 

(13,101

)

 

(16,149

)

88,821

 

4.2

 

Goodwill impairment

 

146,110

 

(78,426

)

 

(67,684

)

 

 

Total operating expenses

 

$

2,341,092

 

(216,698

)

 

(100,728

)

$

2,023,666

 

95.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

$

(67,313

)

65,146

 

 

100,728

 

$

98,561

 

4.6

 

 


(1)         The twelve months ended June 30, 2012 did not include any discrete adjustments to U.S. GAAP revenues.

(2)         As of September 30, 2012, the Company classified the results of operations of the Hair Restoration Centers as discontinued operations. Beginning with the first quarter ended September 30, 2012, the Company reclassified certain salon marketing and advertising expenses that were previously within cost of service and general and administrative expense to site operating expense.  All periods presented reflect the Hair Restoration Centers operations as discontinued operations and the reclassifications that were made during the quarter ended September 30, 2012.

(3)         The twelve months ended June 30, 2012, included $0.9 million of pre-tax expense related to self-insurance reserves adjustments, $9.8 million of pre-tax expense related to senior management restructuring, $2.8 million of pre-tax expense associated with field restructuring, $2.4 of pre-tax expense for professional fess related our fiscal year 2011 contested proxy, $1.8 million of pre-tax expense associated with amending our deferred compensation plan, $0.8 million pre-tax benefit for the recovery of bad debt previously recorded on the outstanding note receivable with Pure Beauty, $16.1 million pre-tax expense of accelerated depreciation related to our point-of-sale system, and a goodwill impairment charge of $67.7 million pre-tax related to our Regis salon concept.

(4)         Computed as a percent of total adjusted revenues.

(5)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(6)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

(7)         $2.5 million of professional fees related to the sale of the Hair Restoration Centers and were previously included within our Unallocated Corporate Segment have been included in the Hair Restoration Centers Adjustment.

 

- more -

 



 

REGIS CORPORATION CONSOLIDATED

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
($ In thousands)

(unaudited)

 

 

 

As Reported

 

Hair

 

Adjusted

 

 

 

 

 

 

 

 

 

Twelve
Months
Ended
June 30, 2011

 

Restoration
Centers
Adjustment
(2)

 

Twelve
Months
Ended
June 30, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues (1) 

 

$

2,325,869

 

(145,688

)

$

2,180,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP

 

 

 

As Reported

 

Hair

 

 

 

 

 

Twelve

 

 

 

 

 

Twelve
Months
Ended
June 30, 2011

 

Restoration
Centers
Adjustment
(2)

 

Reclassifications
(2)

 

Discrete
Adjustments (3)

 

Months
Ended
June 30,
2011

 

% of
Revenues
(4)

 

Cost of service (5)

 

1,012,868

 

(39,129

)

(845

)

 

 

 

 

 

Cost of product (6)

 

249,979

 

(24,788

)

 

 

 

 

 

 

Site operating expenses

 

197,722

 

(4,318

)

17,819

 

564

 

211,787

 

9.7

 

General and administrative

 

339,857

 

(37,038

)

(16,974

)

(39,212

)

246,633

 

11.3

 

Rent

 

342,286

 

(9,227

)

 

 

 

 

 

 

Depreciation and amortization

 

105,109

 

(12,958

)

 

 

 

 

 

 

Goodwill impairment

 

74,100

 

 

 

(74,100

)

 

 

Total operating expenses

 

$

2,321,921

 

(127,458

)

 

(112,748

)

$

2,081,715

 

95.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

3,948

 

(18,230

)

 

112,748

 

$

98,466

 

4.5

 

 


(1)         The twelve months ended June 30, 2011 did not include any discrete adjustments to U.S. GAAP revenues.

(2)         As of September 30, 2012, the Company classified the results of operations of the Hair Restoration Centers as discontinued operations. Beginning with the first quarter ended September 30, 2012, the Company reclassified certain salon marketing and advertising expenses that were previously within cost of service and general and administrative expense to site operating expense.  All periods presented reflect the Hair Restoration Centers operations as discontinued operations and the reclassifications that were made during the quarter ended September 30, 2012.

(3)         The twelve months ended June 30, 2011, included $1.2 million of pre-tax expense related to self-insurance reserves adjustments, $1.7 million pre-tax benefit related to sales and use tax audit accrual adjustment, $31.2 million pre-tax valuation reserve for the note outstanding with Pure Beauty, $4.3 million of pre-tax expense related to senior management restructuring, $2.4 million of pre-tax expense associated with a legal settlement, $1.3 of pre-tax expense related to our exploration of strategic alternatives during fiscal year 2011, and a goodwill impairment charge of $74.1 million pre-tax related to our Promenade salon concept.

(4)         Computed as a percent of total adjusted revenues.

(5)         Computed as a percent of service revenues and excludes depreciation and amortization expense.

(6)         Computed as a percent of product revenues and excludes depreciation and amortization expense.

 

- more -

 



 

REGIS CORPORATION
 Reconciliation of reported U.S. GAAP net loss to Adjusted EBITDA, a non-GAAP financial measure

($ In thousands)

(unaudited)

 

Adjusted EBITDA

 

EBITDA represents U.S. GAAP net loss for the respective period excluding interest expense, income taxes and depreciation and amortization expense. The Company defines adjusted EBITDA, as EBITDA excluding equity in (loss) income of affiliated companies, and identified items impacting comparability for each respective period. For the twelve months ended June 30, 2012, the items impacting comparability consisted of $9.8 million of pre-tax expense associated with senior management restructuring and severance charges, $2.4 million of pre-tax professional fees expense associated our fiscal year 2011 contested proxy, $2.8 million of pre-tax expense associated our field restructuring, $1.8 million pre-tax expense associated with amending our deferred compensation contracts, $0.9 million of pre-tax expense associated with prior year’s self-insurance reserves adjustments, $67.7 million goodwill impairment charges related to our Regis salon concept, $0.8 million of income associated with the recovery of bad debt on the Pure Beauty note receivable, $1.1 million of income associated with a legal settlement, and $62.4 million after-tax loss for discontinued operations. The impact of the income tax provision adjustments associated with the above items and the $16.1 million of accelerated depreciation related to our point-of-sale system are already included in the U.S. GAAP reported net loss income to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to operational EBITDA. The impact of the $28.2 million impairment and non-operational charges recorded by EEG and the net $17.9 million Provalliance impairment is already included by excluding the impact of the Company’s equity in (loss) income of affiliated companies, net of taxes, as reported. For the twelve months ended June 30, 2011, the items impacting comparability consisted $4.3 million of pre-tax expense associated with senior management restructuring and severance charges, $1.2 million of million of pre-tax expense associated with prior year’s self-insurance reserves adjustments, $31.2 million of pre-tax expense associated with the Pure Beauty note receivable reserve, $2.4 million of pre-tax expense associated with a legal settlement, $74.1 million goodwill impairment charge related to our Promenade salon concept, $1.7 million benefit for a sales and use tax audit accrual adjustment, $1.3 million of expense associated with our exploration of strategic alternative and $12.0 million after-tax income for discontinued operations. The impact of the income tax provision adjustments associated with the above items is already included in the U.S. GAAP reported net loss income to EBITDA reconciliation, therefore there is no adjustment needed for the reconciliation from EBITDA to operational EBITDA. The impact of the $9.2 million MY Style impairment and $3.6 million gain for the settlement of a portion of the Provalliance equity put is already included by excluding the impact of the Company’s equity in (loss) income of affiliated companies, net of taxes, as reported.

 

 

 

Twelve Months Ended

 

 

 

June 30, 2012

 

June 30, 2011

 

 

 

(Dollars in thousands)

 

Consolidated reported net loss, as reported (U.S. GAAP)

 

$

(114,093

)

$

(8,905

)

Interest expense, as reported

 

28,245

 

34,388

 

Income taxes, as reported

 

(5,279

)

(9,496

)

Depreciation and amortization, as reported

 

118,071

 

105,109

 

EBITDA (as defined above)

 

$

26,944

 

$

121,096

 

 

 

 

 

 

 

Hair Restoration Centers Adjustments (1):

 

 

 

 

 

Interest expense

 

 

(14

)

Income taxes

 

849

 

(6,837

)

Depreciation and amortization

 

(13,101

)

(12,958

)

EBITDA (Hair Restoration Centers operations presented as discontinued operations)

 

$

14,692

 

$

101,287

 

 

 

 

 

 

 

Equity in loss (income) of affiliated companies, net of income taxes (2)

 

30,858

 

(6,661

)

Senior management restructuring and severance charges

 

9,810

 

4,299

 

Professional fees

 

2,413

 

 

Field restructure and other

 

2,807

 

 

Deferred compensation

 

1,808

 

 

Self-insurance reserve adjustments

 

862

 

1,185

 

Pure Beauty note receivable (recovery) reserve

 

(805

)

31,227

 

Legal settlements

 

(1,098

)

2,433

 

Goodwill impairment (1)

 

67,684

 

74,100

 

Sales and use tax audit accrual adjustment

 

 

(1,748

)

Strategic alternative costs

 

 

1,253

 

Loss (income) from discontinued operations, net of taxes (1)

 

62,351

 

(12,034

)

Adjusted EBITDA, non-GAAP financial measure

 

$

191,382

 

$

195,341

 

 


(1)         As of September 30, 2012, the Company classified the results of operations of the Hair Restoration Centers as discontinued operations.  All periods presented reflect the Hair Restoration Centers operations as discontinued operations.

 



 

(2)         The Company’s 50.0 percent interest in Hair Club for Men, Ltd. is included in the sale of the Hair Restoration Centers and is included in the presentation of discontinued operations.

 

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REGIS CORPORATION’S SAME-STORE SALES

Reconciliation of selected U.S. GAAP to non-GAAP financial measures
(unaudited)

 

 

 

Twelve Months Ended
June 30,

 

 

 

2012

 

2011

 

Revenue decline, as reported (U.S. GAAP)

 

(2.7

)%

(1.6

)%

Effect of acquisitions

 

(0.7

)

(1.1

)

Effect of new stores and conversions

 

(1.3

)

(0.6

)

Effect of franchise revenues

 

 

 

Effect of foreign currency

 

 

(0.5

)

Effect of closed salons

 

2.3

 

1.6

 

Other

 

(1.1

)

0.3

 

Same-store sales, non-GAAP

 

(3.5

)%

(1.9

)%

 

- end -