Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2018 | Apr. 24, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | REGIS CORP | |
Entity Central Index Key | 716,643 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46,126,660 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 105,200 | $ 171,044 |
Receivables, net | 33,388 | 19,683 |
Inventories | 81,131 | 98,392 |
Other current assets | 46,488 | 48,114 |
Current assets held for sale (Note 1) | 0 | 32,914 |
Total current assets | 266,207 | 370,147 |
Property and equipment, net | 104,127 | 123,281 |
Goodwill | 415,503 | 416,987 |
Other intangibles, net | 10,935 | 11,965 |
Other assets | 60,433 | 61,756 |
Noncurrent assets held for sale (Note 1) | 0 | 27,352 |
Total assets | 857,205 | 1,011,488 |
Current liabilities: | ||
Accounts payable | 50,913 | 54,501 |
Accrued expenses | 101,928 | 110,435 |
Current liabilities related to assets held for sale (Note 1) | 0 | 13,126 |
Total current liabilities | 152,841 | 178,062 |
Long-term debt, net | 90,000 | 120,599 |
Other noncurrent liabilities | 101,093 | 197,374 |
Noncurrent liabilities related to assets held for sale (Note 1) | 0 | 7,232 |
Total liabilities | 343,934 | 503,267 |
Commitments and contingencies (Note 6) | ||
Shareholders’ equity: | ||
Common stock, $0.05 par value; issued and outstanding 46,126,249 and 46,400,367 common shares at March 31, 2018 and June 30, 2017 respectively | 2,306 | 2,320 |
Additional paid-in capital | 208,149 | 214,109 |
Accumulated other comprehensive income | 10,407 | 3,336 |
Retained earnings | 292,409 | 288,456 |
Total shareholders’ equity | 513,271 | 508,221 |
Total liabilities and shareholders’ equity | $ 857,205 | $ 1,011,488 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock issued (in shares) | 46,126,249 | 46,400,367 |
Common stock outstanding (in shares) | 46,126,249 | 46,400,367 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | ||
Revenues: | |||||
Service | $ 221,926 | $ 237,998 | $ 680,699 | $ 716,698 | |
Product | 64,887 | 63,844 | 197,643 | 195,789 | |
Royalties and fees | 13,988 | 11,636 | 40,847 | 35,071 | |
Total revenues | 300,801 | 313,478 | 919,189 | 947,558 | |
Operating expenses: | |||||
Cost of service | 132,081 | 153,008 | 406,767 | 454,998 | |
Cost of product | 37,139 | 30,989 | 107,165 | 96,388 | |
Site operating expenses | 31,021 | 30,604 | 96,443 | 95,887 | |
General and administrative | 45,727 | 45,694 | 129,485 | 118,305 | |
Rent | 39,391 | 45,821 | 147,280 | 137,145 | |
Depreciation and amortization | 9,558 | 13,576 | 46,764 | 38,331 | |
Total operating expenses | 294,917 | 319,692 | 933,904 | 941,054 | |
Operating income (loss) | 5,884 | (6,214) | (14,715) | 6,504 | |
Other (expense) income: | |||||
Interest expense | (5,095) | (2,125) | (9,402) | (6,441) | |
Interest income and other, net | 1,785 | 357 | 5,174 | 2,136 | |
Income (loss) from continuing operations before income taxes | 2,574 | (7,982) | (18,943) | 2,199 | |
Income tax benefit (expense) | 2,225 | (3,858) | 73,855 | (7,317) | |
Income (loss) from continuing operations | 4,799 | (11,840) | 54,912 | (5,118) | |
Loss from discontinued operations, net of taxes (Note 1) | (10,605) | (6,615) | (50,973) | (12,275) | |
Net (loss) income | $ (5,806) | $ (18,455) | $ 3,939 | $ (17,393) | |
Basic: | |||||
Income from continuing operations (in dollars per share) | $ 0.10 | $ (0.26) | $ 1.18 | $ (0.11) | |
Loss from discontinued operations (in dollars per share) | (0.23) | (0.14) | (1.09) | (0.27) | |
Net (loss) income per share, basic (in dollars per share) | [1] | (0.12) | (0.40) | 0.08 | (0.38) |
Diluted: | |||||
Income from continuing operations (in dollars per share) | 0.10 | (0.26) | 1.17 | (0.11) | |
Loss from discontinued operations (in dollars per share) | (0.22) | (0.14) | (1.08) | (0.27) | |
Net (loss) income per share, diluted (in dollars per share) | [1] | $ (0.12) | $ (0.40) | $ 0.08 | $ (0.38) |
Weighted average common and common equivalent shares outstanding: | |||||
Basic (in shares) | 46,612 | 46,360 | 46,684 | 46,304 | |
Diluted (in shares) | 47,153 | 46,360 | 47,093 | 46,304 | |
[1] | Total is a recalculation; line items calculated individually may not sum to total due to rounding. |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE (LOSS) INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (5,806) | $ (18,455) | $ 3,939 | $ (17,393) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments | (1,382) | 248 | 919 | (4,590) |
Reclassification adjustments for losses included in net (loss) income (Note 1) | 0 | 0 | 6,152 | 0 |
Net current period foreign currency translation adjustments | (1,382) | 248 | 7,071 | (4,590) |
Recognition of deferred compensation | 0 | (22) | 0 | (22) |
Other comprehensive (loss) income | (1,382) | 226 | 7,071 | (4,612) |
Comprehensive (loss) income | $ (7,188) | $ (18,229) | $ 11,010 | $ (22,005) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) $ in Thousands | 9 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |||
Cash flows from operating activities: | ||||
Net (loss) income | $ 3,939 | $ (17,393) | ||
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||
Non-cash impairment related to discontinued operations | 37,020 | 0 | ||
Depreciation and amortization | 29,736 | 30,709 | ||
Depreciation related to discontinued operations | 3,723 | 10,642 | ||
Equity in loss of affiliated companies | 0 | 50 | ||
Deferred income taxes | (81,006) | 6,419 | ||
Gain on life insurance | (7,986) | 0 | ||
Gain from sale of salon assets to franchisees, net | (255) | [1] | (53) | [1] |
Salon asset impairments | 11,099 | 7,622 | ||
Accumulated other comprehensive income reclassification adjustments (Note 1) | 6,152 | 0 | ||
Stock-based compensation | 6,483 | 9,498 | ||
Amortization of debt discount and financing costs | 4,011 | 1,054 | ||
Other non-cash items affecting earnings | (286) | 150 | ||
Changes in operating assets and liabilities, excluding the effects of asset sales | (35,268) | (1,884) | ||
Net cash (used in) provided by operating activities | (22,638) | 46,814 | ||
Cash flows from investing activities: | ||||
Capital expenditures | (20,065) | (20,296) | ||
Capital expenditures related to discontinued operations | (1,171) | (5,124) | ||
Proceeds from sale of assets to franchisees | 5,620 | [1] | 594 | [1] |
Change in restricted cash | (327) | 999 | ||
Proceeds from company-owned life insurance policies | 18,108 | 876 | ||
Net cash provided by (used in) investing activities | 2,165 | (22,951) | ||
Cash flows from financing activities: | ||||
Borrowings on revolving credit facility | 90,000 | 0 | ||
Repayments of long-term debt | (124,230) | 0 | ||
Repurchase of common stock | (9,634) | 0 | ||
Taxes paid for shares withheld | (2,279) | (1,228) | ||
Cash settlement of equity awards | (550) | (440) | ||
Net cash used in financing activities | (46,693) | (1,668) | ||
Effect of exchange rate changes on cash and cash equivalents | (30) | (852) | ||
(Decrease) increase in cash and cash equivalents | (67,196) | 21,343 | ||
Cash and cash equivalents: | ||||
Beginning of period | 105,200 | |||
Beginning of period, total cash and cash equivalents | 172,396 | 147,346 | ||
End of period | $ 105,200 | $ 168,689 | ||
[1] | Excludes transaction with The Beautiful Group. |
BASIS OF PRESENTATION OF UNAUDI
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The unaudited interim Condensed Consolidated Financial Statements of Regis Corporation (the "Company") as of March 31, 2018 and for the three and nine months ended March 31, 2018 and 2017 , reflect, in the opinion of management, all adjustments necessary to fairly state the consolidated financial position of the Company as of March 31, 2018 and its consolidated results of operations, comprehensive (loss) income and cash flows for the interim periods. Adjustments consist only of normal recurring items, except for any discussed in the notes below. The results of operations and cash flows for any interim period are not necessarily indicative of results of operations and cash flows for the full year. The Condensed Consolidated Balance Sheet data for June 30, 2017 was derived from audited Consolidated Financial Statements, but includes unaudited adjustments for assets and liabilities held for sale and does not include all disclosures required by accounting principles generally accepted in the United States of America (GAAP). The unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 and other documents filed or furnished with the Securities and Exchange Commission (SEC) during the current fiscal year. Discontinued Operations: In October 2017, the Company sold substantially all of its mall-based salon business in North America, representing 858 salons, and substantially all of its International segment, representing approximately 250 salons in the UK, to The Bea utiful Group ("TBG"), an affiliate of Regent, a private equity firm based in Los Angeles, California, who will operate these locations as franchise locations. As part of the sale of the mall-based business, TBG agreed to pay for the value of certain inventory and assumed specific liabilities, including lease liabilities. For the International segment, the Company entered into a share purchase agreement with TBG for minimal consideration. As of September 30, 2017, the Company classified the results of its mall-based business and its International segment as discontinued operations for all periods presented in the Condensed Consolidated Statement of Operations. The operations of the mall-based business and International segment, which were previously recorded in the North American Value, North American Premium and International reporting segments, have been eliminated from ongoing operations of the Company. In connection with the sale of the mall-based business and the International segment as part of our held for sale assessment at September 30, 2017, the Company performed an impairment assessment of the asset groups. The Company recognized net impairment charges within discontinued operations based on the difference between the expected sale prices and the carrying value of the asset groups. In March 2018, the Company entered into discussions with TBG regarding a waiver of working capital and prepaid rent payments associated with the original transaction and the financing of certain receivables to assist TBG with its cash flow and operational needs. Based on the status of these discussions at March 31, 2018 , the Company fully reserved the working capital and prepaid rent amount of $11.7 million , which was recorded within discontinued operations, net of taxes on the Condensed Consolidated Statement of Operations. In addition, the Company reclassified $8.0 million of accounts receivables due from TBG to other assets as these receivables are expected to be collected more than twelve months in the future. Should the Company need to record reserves against its current and future receivables from TBG, these reserves would be recorded within general and administrative expenses. The following summarizes the results of our discontinued operations for the periods presented: For the Three Months Ended March 31, For the Nine Months Ended March 31, 2018 2017 2018 2017 (Dollars in thousands) Revenues $ — $ 99,125 $ 101,140 $ 320,130 Loss from discontinued operations, before income taxes (13,545 ) (6,565 ) (57,385 ) (12,225 ) Income tax benefit on discontinued operations 2,940 — 6,412 — Equity in loss of affiliated companies, net of tax — (50 ) — (50 ) Loss from discontinued operations, net of income taxes $ (10,605 ) $ (6,615 ) $ (50,973 ) $ (12,275 ) For the three months ended March 31, 2018 , included within the $10.6 million loss from discontinued operations are $11.7 million of asset impairment charges as a result of the reserve of the working capital and prepaid rent associated with the original transaction, $1.2 million of loss from operations primarily associated with prior year reserves adjustments and $0.6 million of professional fees associated with the transaction, partly offset by $2.9 million income tax benefit. For the nine months ended March 31, 2018 , included within the $ 51.0 million loss from discontinued operations are $40.8 million of asset impairment charges, $6.2 million of cumulative foreign currency translation adjustment associated with the Company's liquidation of substantially all foreign entities with British pound denominated entities, $4.0 million of loss from operations and $6.4 million of professional fees associated with the transaction, partly offset by a $6.4 million income tax benefit. Income taxes have been allocated to continuing and discontinued operations based on the methodology required by interim reporting and accounting for income taxes guidance. See Note 5 to the unaudited Condensed Consolidated Financial Statements for further discussion regarding Staff Accounting Bulletin ("SAB") 118. The Company utilized the consolidation of variable interest entities guidance to determine whether or not TBG was a variable interest entity (VIE), and if so, whether the Company was the primary beneficiary of TBG. As of March 31, 2018 , the Company concluded that TBG is a VIE based on the fact that the equity investment at risk in TBG is not sufficient. The Company determined that it is not the primary beneficiary of TBG based on its exposure to the expected losses of TBG and as it is not the variable interest holder that is most closely associated within the relationship and the significance of the activities of TBG. The exposure to loss related to the Company's involvement with TBG is the carrying value of the amounts due from TBG and the guarantee of the operating leases. Within salon asset impairments presented in the Consolidated Statement of Cash Flows for the nine months ended March 31, 2017 , $2.3 million of salon asset impairments were related to discontinued operations. Other than the salon asset impairments and the other items presented in the Consolidated Statement of Cash Flows, there were no other significant non-cash operating activities or any significant non-cash investing activities related to discontinued operations for the nine months ended March 31, 2018 and 2017. SmartStyle ® Salon Restructuring: In January 2018 the Company closed 597 non-performing Company owned SmartStyle salons. A summary of costs associated with the SmartStyle salon restructuring for the three and nine months ended March 31, 2018 is as follows: Financial Line Item Three Months Ended March 31, 2018 Nine Months Ended March 31, 2018 (Dollars in thousands) Inventory reserves Cost of Product $ — $ 585 Severance General and administrative 897 897 Long-lived fixed asset impairment Depreciation and amortization 42 5,460 Asset retirement obligation Depreciation and amortization — 7,462 Lease termination and other related closure costs Rent — 27,290 Deferred rent Rent — (3,291 ) Total $ 939 $ 38,403 Stock-Based Employee Compensation: During the three and nine months ended March 31, 2018 , the Company granted various equity awards including restricted stock units (RSUs) and performance-based restricted stock units (PSUs). A summary of equity awards granted is as follows: For the Periods Ended March 31, 2018 Three Months Nine Months Restricted stock units 10,425 308,394 Performance-based restricted stock units 9,960 163,572 Total compensation cost for stock-based payment arrangements totaled $1.9 and $5.1 million for the three months ended March 31, 2018 and 2017 , respectively, and $6.5 and $9.5 million for the nine months ended March 31, 2018 and 2017 , respectively, recorded within general and administrative expense on the unaudited Condensed Consolidated Statement of Operations. Total compensation cost for stock-based payment arrangements related to the termination of former executive officers for the three and nine months ended March 31, 2018 includes zero and $1.2 million , respectively, and $2.6 million and $2.6 million for the three and nine months ended March 31, 2017 , respectively. In connection with the terminations of former executive officers, the Company settled certain PSUs for cash of $0.2 million and $0.4 million during the three months ended March 31, 2018 and 2017 , respectively, and $0.6 million and $0.4 million during the nine months ended March 31, 2018 and 2017 , respectively. Long-Lived Asset Impairment Assessments, Excluding Goodwill: The Company assesses impairment of long-lived assets at the individual salon level, as this is the lowest level for which identifiable cash flows are largely independent of other groups of assets and liabilities, when events or changes in circumstances indicate the carrying value of the assets or the asset grouping may not be recoverable. Factors considered in deciding when to perform an impairment review include significant under-performance of an individual salon in relation to expectations, significant economic or geographic trends, and significant changes or planned changes in our use of the assets. Impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use of the long-lived assets. If the undiscounted estimated cash flows are less than the carrying value of the assets, the Company calculates an impairment charge based on the estimated fair value of the assets. The fair value of the long-lived assets is estimated using a discounted cash flow model based on the best information available, including salon level revenues and expenses. Long-lived asset impairment charges of $0.3 and $3.2 million for the three months ended March 31, 2018 and 2017 , respectively, and $9.6 million and $7.6 million for the nine months ended March 31, 2018 and 2017 , respectively, have been recorded within depreciation and amortization in the Consolidated Statement of Operations. As of March 31, 2018 , the remaining unpaid asset retirement obligation related to the SmartStyle salon restructuring was $1.5 million and included in salon assets impairment for the nine months ended March 31, 2018 on the Condensed Consolidated Statement of Cash Flows. A ccounting Standards Recently Issued But Not Yet Adopted by the Company: Leases In February 2016, the FASB issued updated guidance requiring organizations that lease assets to recognize the rights and obligations created by those leases on the consolidated balance sheet. The new standard is effective for the Company in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the effect the new standard will have on the Company's consolidated financial statements but expects this adoption will result in a material increase in the assets and liabilities on the Company's consolidated balance sheet. Revenue from Contracts with Customers In May 2014, the FASB issued updated guidance for revenue recognition. The updated accounting guidance provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the exchange for goods or services to a customer at an amount that reflects the consideration it expects to receive for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The guidance is effective for the Company in the first quarter of fiscal year 2019, with early adoption permitted at the beginning of fiscal year 2018. The standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company expects to adopt this guidance in fiscal year 2019 using the full retrospective method of adoption. The Company does not believe the standard will impact its recognition of point-of-sale revenue in company-owned salons, or royalties. The Company believes the standard will impact the recognition of advertising fund contributions, initial franchise fees revenue and gift card breakage. The Company has various franchising programs to support its franchise salon concepts, with most including advertising funds that provide comprehensive advertising and sales promotion support. The Company does not currently recognize franchisee contributions to and subsequent expenditures from advertising funds in its revenues and expenses. Upon adoption of the new standard, the Company will include contributions to and expenditures from the advertising funds within its Consolidated Statements of Operations and of Cash Flows. This change has the potential to materially impact the Company's gross amount of revenues, expenses and net income as a result of timing associated with the collection of contributions and subsequent distributions. The Company licenses intellectual property and trademarks to franchisees through franchise agreements. As part of these agreements, the Company receives an initial franchise fee payment which is currently recognized as revenue when the salon opens. Upon adoption of the new standard initial franchise fees will generally be recognized as revenue over the life of the initial contract. The Company sells gift cards to customers and records the sale as a liability. The liability is released to revenue once the card is redeemed. Historically a portion of these gift card sales have never been redeemed by the customer (“breakage”). Currently the Company recognizes breakage when redemption is considered remote. Upon adoption of the new standard, expected breakage is anticipated to be recognized as customers redeem the gift cards rather than only when redemption is considered remote. The Company is currently in the process of quantifying the consolidated financial statement impact of the areas impacted by the standard. The Company is continuing its assessment, including the impact on internal controls, which may identify additional impacts this standard will have on its consolidated financial statements and related disclosures. Intra-Entity Transfers Other Than Inventory In October 2016, the FASB issued guidance on the accounting for income tax effects of intercompany transfers of assets other than inventory. The guidance requires entities to recognize the income tax impact of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the assets have been sold to an outside party. The guidance is effective for the Company in the first quarter of fiscal year 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's consolidated financial statements. Restricted Cash In November 2016, the FASB issued updated cash flow guidance requiring restricted cash and restricted cash equivalents to be included in the cash and cash equivalent balances in the statement of cash flows. Transfers between cash and cash equivalents and restricted cash will no longer be presented in the statement of cash flows and a reconciliation between the balance sheet and statement of cash flows must be disclosed. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the Company's consolidated statement of cash flows. Statement of Cash Flows In August 2016, the FASB issued updated cash flow guidance clarifying cash flow classification and presentation for certain items. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's consolidated statement of cash flows. |
INVESTMENT IN AFFILIATES_
INVESTMENT IN AFFILIATES: | 9 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
INVESTMENT IN AFFILIATES | INVESTMENT IN AFFILIATES: Empire Education Group, Inc. (EEG) As of March 31, 2018 , the Company had a 54.6% ownership interest in EEG and no remaining investment value as the Company fully impaired its investment in EEG as of December 31, 2015. The Company has not recorded any equity income or losses related to its investment in EEG subsequent to the impairment. The Company will record equity income related to the Company's investment in EEG once EEG's cumulative income exceeds its cumulative losses, measured from the date of impairment. While the Company could be responsible for certain liabilities associated with this venture, the Company does not currently expect them to have a material impact on the Company's financial position. The table below presents the summarized Statement of Operations information for EEG: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Unaudited) (Dollars in thousands) Gross revenues $ 32,398 $ 32,660 $ 97,997 $ 93,715 Gross profit 8,856 10,287 28,254 27,429 Operating (loss) income (1,003 ) 554 (142 ) 336 Net (loss) income (1,072 ) 425 (382 ) (48 ) |
EARNINGS PER SHARE_
EARNINGS PER SHARE: | 9 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE: The Company’s basic earnings per share is calculated as net income (loss) divided by weighted average common shares outstanding, excluding unvested outstanding restricted stock awards, RSUs and PSUs. The Company’s diluted earnings per share is calculated as net income (loss) divided by weighted average common shares and common share equivalents outstanding, which includes shares issued under the Company’s stock-based compensation plans. Stock-based awards with exercise prices greater than the average market price of the Company’s common stock are excluded from the computation of diluted earnings per share. For the three and nine months ended March 31, 2018 , 541,405 and 409,646 , respectively, common stock equivalents of dilutive common stock were included in the diluted earnings per share calculations due to the net income from continuing operations. For the three and nine months ended March 31, 2017 , 492,524 and 547,171 , respectively, common stock equivalents of dilutive common stock were excluded in the diluted earnings per share calculations due to the net loss from continuing operations. The computation of weighted average shares outstanding, assuming dilution, excluded 550,948 and 2,239,467 of stock-based awards during the three months ended March 31, 2018 and 2017 , respectively, and 730,377 and 2,317,889 of stock-based award during the nine months ended March 31, 2018 and 2017 , respectively, as they were not dilutive under the treasury stock method. |
SHAREHOLDERS' EQUITY_
SHAREHOLDERS' EQUITY: | 9 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | SHAREHOLDERS’ EQUITY: Additional Paid-In Capital: The $6.0 million decrease in additional paid-in capital during the nine months ended March 31, 2018 was primarily due to $9.6 million of common stock repurchases and $2.9 million of other stock-based compensation activity, primarily shares forfeited for withholdings on vestings, partly offset by $6.5 million of stock-based compensation. During the three and nine months ended March 31, 2018 , the Company repurchased 585,967 shares for $9.6 million under a previously approved stock repurchase program. At March 31, 2018 , $50.4 million remains outstanding under the approved stock repurchase program. |
INCOME TAXES_
INCOME TAXES: | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES: A summary of income tax benefit (expense) and corresponding effective tax rates is as follows: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Dollars in thousands) Income tax benefit (expense) $ 2,225 $ (3,858 ) $ 73,855 $ (7,317 ) Effective tax rate 86.4 % 48.3 % 389.9 % 332.7 % On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent ; (2) changing rules related to net operating losses ("NOL") carryforwards and carrybacks; (3) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (4) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (5) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (6) allowing full expensing of qualified property; (7) creating a new base erosion anti-abuse minimum tax (“BEAT”) and provisions designed to tax global intangible low-taxed income (“GILTI”); (8) adding rules that limit the deductibility of interest expense; and (9) adding new provisions that further restrict the deductibility of certain executive compensation. Due to the Company's fiscal year end, different provisions of the Tax Act will become applicable at varying dates. Nonetheless, the Company is required to recognize the effects of the rate change and enacted legislation on its deferred tax assets and liabilities in the period of enactment. The SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under Accounting Standards Codification (ASC) 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. In connection with the Tax Act, the Company recorded a provisional net tax benefit of $68.9 million in continuing operations during the nine months ended March 31, 2018. The $68.9 million net tax benefit is comprised of $31.0 million for the partial release of the U.S. valuation allowance and $37.9 million associated with remeasurement of the deferred tax accounts. The benefit recognized on current losses and the partial valuation allowance release is solely attributable to tax reform and the law change that allows for the indefinite carryforward of NOLs arising in tax years ending after December 31, 2017. Prior law limited the carryforward period to 20 years. As a result of the new tax rules, the Company can now consider its indefinite lived deferred tax liabilities as a source of income to support the realization of its existing deferred tax assets that upon reversal are expected to generate indefinite lived NOLs. Consequently, the Company is able to remove the valuation allowance associated with these deferred tax assets. The Company continues to maintain a valuation allowance on the historical balance of its finite lived federal NOLs, tax credits and various state tax attributes. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and ultimately cause us to revise our provisional estimate in future periods in accordance with SAB 118. In addition, changes in interpretations, assumptions, and guidance regarding the new tax legislation, as well as the potential for technical corrections to the Tax Act, could have a material impact to the Company’s effective tax rate in future periods. The IRS examination associated with the Company’s U.S. federal income tax returns for fiscal years 2010 through 2013 was finalized during the period ended March 31, 2018. Closure of the examination resulted in adjustments to existing tax attributes and did not result in any cash outflow. The Company is no longer subject to IRS examinations for years before 2013. Furthermore, with limited exceptions, the Company is no longer subject to state and international income tax examinations by tax authorities for years before 2012. The recorded tax provisions and effective tax rates for the three and nine months ended March 31, 2018 and three and nine months ended March 31, 2017 were different than what would normally be expected primarily due to the impact of the federal Tax Act and state conformity of the new federal provisions, closure of the IRS examination and the deferred tax valuation allowance. The majority of the tax provision in periods ended prior to December 31, 2017 related to non-cash tax expense for tax benefits on certain indefinite-lived assets that the Company could not recognize for reporting purposes. |
COMMITMENTS AND CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES: | 9 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES: The Company is a defendant in various lawsuits and claims arising out of the normal course of business. Like certain other large retail employers, the Company has been faced with allegations of purported class-wide consumer and wage and hour violations. Litigation is inherently unpredictable and the outcome of these matters cannot presently be determined. Although the actions are being vigorously defended, the Company could in the future incur judgments or enter into settlements of claims that could have a material adverse effect on its results of operations in any particular period. |
GOODWILL AND OTHER INTANGIBLES_
GOODWILL AND OTHER INTANGIBLES: | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES: During the first quarter of fiscal year 2018 , the Company experienced a triggering event due to the redefining of its operating segments as a result of the sale of the mall-based business and the International segment. See Note 10 to the unaudited Condensed Consolidated Financial Statements. The Company utilized the Step 0 goodwill impairment assessment during the first quarter. As part of this assessment, the Company evaluated qualitative factors to determine whether it was more likely than not that the fair value of the reporting units was less than its carrying value. The Company determined it was "more-likely-than-not" that the carrying values of the reporting units were less than the fair values. The Company now reports its operations in two reportable segments: Company-owned salons and Franchise salons. The Company considered whether any goodwill associated with the MasterCuts salons should be allocated as part of the sale of the mall-based business and considered for impairment. The Company determined no goodwill should be allocated to the mall-based business because the salons sold were projected to produce operating losses in the future and had minimal fair value. All goodwill associated with the North American Premium and International segments was previously impaired. Pursuant to the change in operating segments, the Company compared the fair value of the remaining salons in the Company-owned reporting unit to its carrying value and concluded the fair value exceeded its carrying value by a substantial margin, resulting in no goodwill impairment. The table below contains details related to the Company's goodwill: Company-owned Franchise Consolidated (Dollars in thousands) Goodwill, net at June 30, 2017 $ 188,888 $ 228,099 $ 416,987 Translation rate adjustments 104 126 230 Derecognition related to sale of salon assets to franchisees (1) (1,714 ) — (1,714 ) Goodwill, net at March 31, 2018 $ 187,278 $ 228,225 $ 415,503 _______________________________________________________________________________ (1) Goodwill is derecognized for salons sold to franchisees with positive cash flows. The amount of goodwill derecognized is determined by a fraction (the numerator of which is the trailing-twelve months EBITDA of the salon being sold and the denominator of which is the estimated annualized EBITDA of the Company-owned reporting unit) that is applied to the total goodwill balance of the Company-owned reporting unit. The table below presents other intangible assets: March 31, 2018 June 30, 2017 Cost (1) Accumulated Amortization (1) Net Cost (1) Accumulated Amortization (1) Net (Dollars in thousands) Amortized intangible assets: Brand assets and trade names $ 8,218 $ (4,234 ) $ 3,984 $ 8,187 $ (4,013 ) $ 4,174 Franchise agreements 9,867 (7,708 ) 2,159 9,832 (7,433 ) 2,399 Lease intangibles 14,012 (9,606 ) 4,406 14,007 (9,077 ) 4,930 Other 1,970 (1,584 ) 386 1,994 (1,532 ) 462 $ 34,067 $ (23,132 ) $ 10,935 $ 34,020 $ (22,055 ) $ 11,965 _____________________________ (1) The change in the gross carrying value and accumulated amortization of other intangible assets is impacted by foreign currency. |
FINANCING ARRANGEMENTS_
FINANCING ARRANGEMENTS: | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | FINANCING ARRANGEMENTS: The Company’s long-term debt consists of the following: Maturity Dates Interest Rate March 31, June 30, (fiscal year) (Dollars in thousands) Revolving credit facility (March 2018) 2023 3.55% $ 90,000 $ — Revolving credit facility (June 2011) N/A — — — Senior Term Notes, net N/A 5.50% — 120,599 $ 90,000 $ 120,599 Revolving Credit Facility In March 2018, the Company entered into a Credit Agreement (Credit Agreement), which provides for a $260.0 million unsecured five -year revolving credit facility (Revolving Credit Facility) that expires in March 2023 and includes, among other things, a maximum consolidated net leverage ratio covenant, a minimum fixed charge coverage ratio covenant, and certain restrictions on liens, investments and other indebtedness. The Revolving Credit Facility includes a $30.0 million subfacility for the issuance of letters of credit and a $30.0 million sublimit for swingline loans. The Company may request an increase in revolving credit commitments under the facility of up to $150.0 million under certain circumstances. The revolving credit facility has interest rates tied to LIBOR plus 1.25% to 1.85% and includes a facility fee of 0.25% to 0.40% . Both the LIBOR credit spread and the facility fee are based on the Company's consolidated net leverage ratio. As of March 31, 2018, the Company has $90.0 million of outstanding borrowings under the Revolving Credit Facility. At March 31, 2018, the Company has outstanding standby letters of credit under the Revolving Credit Facility of $1.6 million , primarily related to the Company's self-insurance program, therefore, unused available credit under the facility was $168.4 million . In connection with entering into the Credit Agreement, the Company terminated its previous $200.0 million revolving credit facility. As a result of terminating the $200.0 million revolving credit facility, the Company recognized $0.1 million of additional interest expense related to unamortized commitment fees during the three and nine months ended March 31, 2018. The Company previously had outstanding letters of credit under the facility of $1.5 million , primarily related to the Company's self-insurance program, therefore the unused available credit under the facility at June 30, 2017 was $198.5 million . In April 2018, the Company amended and restated the Credit Agreement which increases the Revolving Credit Facility under the Credit Agreement by $35.0 million . After giving effect to the amendment, the revolving commitment under the Credit Facility is $295.0 million . Senior Term Notes In March 2018, the Company redeemed all of its 5.5% senior term notes that were due December 2019 (Senior Term Notes) for $124.2 million , which included a $1.2 million premium. The Company utilized $90.0 million under the Revolving Credit Facility and cash on hand of $34.2 million to repay the Senior Term Notes. As a result of redeeming the Senior Term Notes, the Company recorded $1.7 million of additional interest expense related to the unamortized debt discount and debt issuance costs during the three and nine months ended March 31, 2018. The Company was in compliance with all covenants and requirements of its financing arrangements as of and during the three months ended March 31, 2018 . |
FAIR VALUE MEASUREMENTS_
FAIR VALUE MEASUREMENTS: | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS: Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets and Liabilities Measured at Fair Value on a Recurring Basis As of March 31, 2018 and June 30, 2017 , the estimated fair value of the Company’s cash, cash equivalents, restricted cash, receivables and accounts payable approximated their carrying values. As of March 31, 2018 , the estimated fair value of the Company's debt was $90.0 million and the carrying value was $90.0 million . As of June 30, 2017 , the estimated fair value of the Company's debt was $125.9 million and the carrying value was $123.0 million , excluding the $1.8 million unamortized debt discount and $0.6 million unamortized debt issuance costs. The estimated fair value of the Company's debt is based on Level 2 inputs. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We measure certain assets, including the Company’s equity method investments, tangible fixed and other assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. The following impairments were based on fair values using Level 3 inputs: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Dollars in thousands) Long-lived assets (1) $ 313 $ 3,236 $ 9,565 $ 7,622 _____________________________ (1) See Note 1 to the unaudited Condensed Consolidated Financial Statements. |
SEGMENT INFORMATION_
SEGMENT INFORMATION: | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION: Segment information is prepared on the same basis the chief operating decision maker reviews financial information for operational decision-making purposes. During the first quarter of fiscal year 2018, the Company redefined its operating segments to reflect how the chief operating decision maker now evaluates the business as a result of the Company's Board of Directors' approval of the mall-based business and International segment sale. See Note 1 to the unaudited Condensed Consolidated Financial Statements. The Company now reports its operations in two operating segments: Company-owned salons and Franchise salons. The Company's operating segments are its reportable operating segments. Prior to this change, the Company had four operating segments: North American Value, North American Premium, North American Franchise, and International. The Company did not operate under the realigned operating segment structure prior to the first quarter of fiscal year 2018. The Company’s reportable operating segments consisted of the following salons: March 31, 2018 June 30, 2017 COMPANY-OWNED SALONS: SmartStyle/Cost Cutters in Walmart Stores 1,782 2,652 Supercuts 946 980 Signature Style 1,387 1,468 Mall locations (Regis and MasterCuts) 13 898 Total North American Salons 4,128 5,998 Total International Salons (1) — 275 Total Company-owned Salons 4,128 6,273 as a percent of total Company-owned and Franchise salons 50.7 % 70.3 % FRANCHISE SALONS: SmartStyle/Cost Cutters in Walmart Stores 442 176 Supercuts 1,732 1,687 Signature Style 755 770 Total non-mall franchise locations 2,929 2,633 Mall franchise locations (Regis and MasterCuts) 821 — Total North American Salons 3,750 2,633 Total International Salons (1) 262 13 Total Franchise Salons 4,012 2,646 as a percent of total Company-owned and Franchise salons 49.3 % 29.7 % OWNERSHIP INTEREST LOCATIONS: Equity ownership interest locations 88 89 Grand Total, System-wide 8,228 9,008 ____________________________________ (1) Canadian and Puerto Rican salons are included in the North American salon totals. As of March 31, 2018 , the Company-owned operating segment is comprised primarily of SmartStyle ® , Supercuts ® , Cost Cutters ® , and other regional trade names and the Franchise operating segment is comprised primarily of Supercuts, Regis ® , MasterCuts ® , SmartStyle ® , Cost Cutters ® , First Choice Haircutters ® , Roosters ® and Magicuts ® concepts. The Corporate segment represents home office and other unallocated costs. Concurrent with the change in reportable segments, the Company recast its prior period financial information to reflect comparable financial information for the new segment structure. Historical financial information shown in the following table and elsewhere in this filing reflects this change. Financial information concerning the Company's reportable operating segments is shown in the following table: For the Three Months Ended March 31, 2018 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 221,926 $ — $ — $ 221,926 Product 49,956 14,931 — 64,887 Royalties and fees — 13,988 — 13,988 271,882 28,919 — 300,801 Operating expenses: Cost of service 132,081 — — 132,081 Cost of product 25,137 12,002 — 37,139 Site operating expenses 31,021 — — 31,021 General and administrative 18,051 6,590 21,086 45,727 Rent 39,094 51 246 39,391 Depreciation and amortization 7,276 92 2,190 9,558 Total operating expenses 252,660 18,735 23,522 294,917 Operating income (loss) 19,222 10,184 (23,522 ) 5,884 Other (expense) income: Interest expense — — (5,095 ) (5,095 ) Interest income and other, net — — 1,785 1,785 Income (loss) from continuing operations before income taxes $ 19,222 $ 10,184 $ (26,832 ) $ 2,574 For the Three Months Ended March 31, 2017 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 237,998 $ — $ — $ 237,998 Product 56,326 7,518 — 63,844 Royalties and fees — 11,636 — 11,636 294,324 19,154 — 313,478 Operating expenses: Cost of service 153,008 — — 153,008 Cost of product 25,499 5,490 — 30,989 Site operating expenses 30,604 — — 30,604 General and administrative 11,883 5,013 28,798 45,694 Rent 45,606 44 171 45,821 Depreciation and amortization 11,195 89 2,292 13,576 Total operating expenses 277,795 10,636 31,261 319,692 Operating income (loss) 16,529 8,518 (31,261 ) (6,214 ) Other (expense) income: Interest expense — — (2,125 ) (2,125 ) Interest income and other, net — — 357 357 Income (loss) from continuing operations before income taxes $ 16,529 $ 8,518 $ (33,029 ) $ (7,982 ) For the Nine Months Ended March 31, 2018 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 680,699 $ — $ — $ 680,699 Product 159,922 37,721 — 197,643 Royalties and fees — 40,847 — 40,847 840,621 78,568 — 919,189 Operating expenses: Cost of service 406,767 — — 406,767 Cost of product 77,628 29,537 — 107,165 Site operating expenses 96,443 — — 96,443 General and administrative 51,822 19,005 58,658 129,485 Rent 146,376 168 736 147,280 Depreciation and amortization 39,224 275 7,265 46,764 Total operating expenses 818,260 48,985 66,659 933,904 Operating income (loss) 22,361 29,583 (66,659 ) (14,715 ) Other (expense) income: Interest expense — — (9,402 ) (9,402 ) Interest income and other, net — — 5,174 5,174 Income (loss) from continuing operations before income taxes $ 22,361 $ 29,583 $ (70,887 ) $ (18,943 ) For the Nine Months Ended March 31, 2017 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 716,698 $ — $ — $ 716,698 Product 173,275 22,514 — 195,789 Royalties and fees — 35,071 — 35,071 889,973 57,585 — 947,558 Operating expenses: Cost of service 454,998 — — 454,998 Cost of product 79,629 16,759 — 96,388 Site operating expenses 95,887 — — 95,887 General and administrative 35,314 15,378 67,613 118,305 Rent 136,499 127 519 137,145 Depreciation and amortization 30,993 268 7,070 38,331 Total operating expenses 833,320 32,532 75,202 941,054 Operating income (loss) 56,653 25,053 (75,202 ) 6,504 Other (expense) income: Interest expense — — (6,441 ) (6,441 ) Interest income and other, net — — 2,136 2,136 Income (loss) from continuing operations before income taxes $ 56,653 $ 25,053 $ (79,507 ) $ 2,199 |
BASIS OF PRESENTATION OF UNAU17
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Policies) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Long-Lived Asset Impairment Assessments, Excluding Goodwill | The Company assesses impairment of long-lived assets at the individual salon level, as this is the lowest level for which identifiable cash flows are largely independent of other groups of assets and liabilities, when events or changes in circumstances indicate the carrying value of the assets or the asset grouping may not be recoverable. Factors considered in deciding when to perform an impairment review include significant under-performance of an individual salon in relation to expectations, significant economic or geographic trends, and significant changes or planned changes in our use of the assets. Impairment is evaluated based on the sum of undiscounted estimated future cash flows expected to result from use of the long-lived assets. If the undiscounted estimated cash flows are less than the carrying value of the assets, the Company calculates an impairment charge based on the estimated fair value of the assets. The fair value of the long-lived assets is estimated using a discounted cash flow model based on the best information available, including salon level revenues and expenses. |
Accounting Standards Recently Issued But Not Yet Adopted by the Company | Leases In February 2016, the FASB issued updated guidance requiring organizations that lease assets to recognize the rights and obligations created by those leases on the consolidated balance sheet. The new standard is effective for the Company in the first quarter of fiscal year 2020, with early adoption permitted. The Company is currently evaluating the effect the new standard will have on the Company's consolidated financial statements but expects this adoption will result in a material increase in the assets and liabilities on the Company's consolidated balance sheet. Revenue from Contracts with Customers In May 2014, the FASB issued updated guidance for revenue recognition. The updated accounting guidance provides a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the exchange for goods or services to a customer at an amount that reflects the consideration it expects to receive for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The guidance is effective for the Company in the first quarter of fiscal year 2019, with early adoption permitted at the beginning of fiscal year 2018. The standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company expects to adopt this guidance in fiscal year 2019 using the full retrospective method of adoption. The Company does not believe the standard will impact its recognition of point-of-sale revenue in company-owned salons, or royalties. The Company believes the standard will impact the recognition of advertising fund contributions, initial franchise fees revenue and gift card breakage. The Company has various franchising programs to support its franchise salon concepts, with most including advertising funds that provide comprehensive advertising and sales promotion support. The Company does not currently recognize franchisee contributions to and subsequent expenditures from advertising funds in its revenues and expenses. Upon adoption of the new standard, the Company will include contributions to and expenditures from the advertising funds within its Consolidated Statements of Operations and of Cash Flows. This change has the potential to materially impact the Company's gross amount of revenues, expenses and net income as a result of timing associated with the collection of contributions and subsequent distributions. The Company licenses intellectual property and trademarks to franchisees through franchise agreements. As part of these agreements, the Company receives an initial franchise fee payment which is currently recognized as revenue when the salon opens. Upon adoption of the new standard initial franchise fees will generally be recognized as revenue over the life of the initial contract. The Company sells gift cards to customers and records the sale as a liability. The liability is released to revenue once the card is redeemed. Historically a portion of these gift card sales have never been redeemed by the customer (“breakage”). Currently the Company recognizes breakage when redemption is considered remote. Upon adoption of the new standard, expected breakage is anticipated to be recognized as customers redeem the gift cards rather than only when redemption is considered remote. The Company is currently in the process of quantifying the consolidated financial statement impact of the areas impacted by the standard. The Company is continuing its assessment, including the impact on internal controls, which may identify additional impacts this standard will have on its consolidated financial statements and related disclosures. Intra-Entity Transfers Other Than Inventory In October 2016, the FASB issued guidance on the accounting for income tax effects of intercompany transfers of assets other than inventory. The guidance requires entities to recognize the income tax impact of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the assets have been sold to an outside party. The guidance is effective for the Company in the first quarter of fiscal year 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's consolidated financial statements. Restricted Cash In November 2016, the FASB issued updated cash flow guidance requiring restricted cash and restricted cash equivalents to be included in the cash and cash equivalent balances in the statement of cash flows. Transfers between cash and cash equivalents and restricted cash will no longer be presented in the statement of cash flows and a reconciliation between the balance sheet and statement of cash flows must be disclosed. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on the Company's consolidated statement of cash flows. Statement of Cash Flows In August 2016, the FASB issued updated cash flow guidance clarifying cash flow classification and presentation for certain items. The guidance is effective for the Company beginning in the first quarter of fiscal year 2019, with early adoption permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's consolidated statement of cash flows. |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis | We measure certain assets, including the Company’s equity method investments, tangible fixed and other assets and goodwill, at fair value on a nonrecurring basis when they are deemed to be other than temporarily impaired. The fair values of these assets are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. |
BASIS OF PRESENTATION OF UNAU18
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedules of discontinued operations | The following summarizes the results of our discontinued operations for the periods presented: For the Three Months Ended March 31, For the Nine Months Ended March 31, 2018 2017 2018 2017 (Dollars in thousands) Revenues $ — $ 99,125 $ 101,140 $ 320,130 Loss from discontinued operations, before income taxes (13,545 ) (6,565 ) (57,385 ) (12,225 ) Income tax benefit on discontinued operations 2,940 — 6,412 — Equity in loss of affiliated companies, net of tax — (50 ) — (50 ) Loss from discontinued operations, net of income taxes $ (10,605 ) $ (6,615 ) $ (50,973 ) $ (12,275 ) |
Summary of costs associated with the SmartStyle salon restructuring | A summary of costs associated with the SmartStyle salon restructuring for the three and nine months ended March 31, 2018 is as follows: Financial Line Item Three Months Ended March 31, 2018 Nine Months Ended March 31, 2018 (Dollars in thousands) Inventory reserves Cost of Product $ — $ 585 Severance General and administrative 897 897 Long-lived fixed asset impairment Depreciation and amortization 42 5,460 Asset retirement obligation Depreciation and amortization — 7,462 Lease termination and other related closure costs Rent — 27,290 Deferred rent Rent — (3,291 ) Total $ 939 $ 38,403 |
Summary of equity awards | A summary of equity awards granted is as follows: For the Periods Ended March 31, 2018 Three Months Nine Months Restricted stock units 10,425 308,394 Performance-based restricted stock units 9,960 163,572 |
INVESTMENT IN AFFILIATES_ (Tabl
INVESTMENT IN AFFILIATES: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Summary of equity method investments | The table below presents the summarized Statement of Operations information for EEG: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Unaudited) (Dollars in thousands) Gross revenues $ 32,398 $ 32,660 $ 97,997 $ 93,715 Gross profit 8,856 10,287 28,254 27,429 Operating (loss) income (1,003 ) 554 (142 ) 336 Net (loss) income (1,072 ) 425 (382 ) (48 ) |
INCOME TAXES_ (Tables)
INCOME TAXES: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of income tax benefit (expense) and corresponding effective tax rates | A summary of income tax benefit (expense) and corresponding effective tax rates is as follows: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Dollars in thousands) Income tax benefit (expense) $ 2,225 $ (3,858 ) $ 73,855 $ (7,317 ) Effective tax rate 86.4 % 48.3 % 389.9 % 332.7 % |
GOODWILL AND OTHER INTANGIBLE21
GOODWILL AND OTHER INTANGIBLES: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of recorded goodwill | The table below contains details related to the Company's goodwill: Company-owned Franchise Consolidated (Dollars in thousands) Goodwill, net at June 30, 2017 $ 188,888 $ 228,099 $ 416,987 Translation rate adjustments 104 126 230 Derecognition related to sale of salon assets to franchisees (1) (1,714 ) — (1,714 ) Goodwill, net at March 31, 2018 $ 187,278 $ 228,225 $ 415,503 _______________________________________________________________________________ (1) Goodwill is derecognized for salons sold to franchisees with positive cash flows. The amount of goodwill derecognized is determined by a fraction (the numerator of which is the trailing-twelve months EBITDA of the salon being sold and the denominator of which is the estimated annualized EBITDA of the Company-owned reporting unit) that is applied to the total goodwill balance of the Company-owned reporting unit. |
Schedule of other intangible assets | The table below presents other intangible assets: March 31, 2018 June 30, 2017 Cost (1) Accumulated Amortization (1) Net Cost (1) Accumulated Amortization (1) Net (Dollars in thousands) Amortized intangible assets: Brand assets and trade names $ 8,218 $ (4,234 ) $ 3,984 $ 8,187 $ (4,013 ) $ 4,174 Franchise agreements 9,867 (7,708 ) 2,159 9,832 (7,433 ) 2,399 Lease intangibles 14,012 (9,606 ) 4,406 14,007 (9,077 ) 4,930 Other 1,970 (1,584 ) 386 1,994 (1,532 ) 462 $ 34,067 $ (23,132 ) $ 10,935 $ 34,020 $ (22,055 ) $ 11,965 _____________________________ (1) The change in the gross carrying value and accumulated amortization of other intangible assets is impacted by foreign currency. |
FINANCING ARRANGEMENTS_ (Tables
FINANCING ARRANGEMENTS: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | The Company’s long-term debt consists of the following: Maturity Dates Interest Rate March 31, June 30, (fiscal year) (Dollars in thousands) Revolving credit facility (March 2018) 2023 3.55% $ 90,000 $ — Revolving credit facility (June 2011) N/A — — — Senior Term Notes, net N/A 5.50% — 120,599 $ 90,000 $ 120,599 |
FAIR VALUE MEASUREMENTS_ (Table
FAIR VALUE MEASUREMENTS: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value impairments | The following impairments were based on fair values using Level 3 inputs: For the Three Months Ended March 31, For the Nine Months 2018 2017 2018 2017 (Dollars in thousands) Long-lived assets (1) $ 313 $ 3,236 $ 9,565 $ 7,622 _____________________________ (1) See Note 1 to the unaudited Condensed Consolidated Financial Statements. |
SEGMENT INFORMATION_ (Tables)
SEGMENT INFORMATION: (Tables) | 9 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of reportable operating segment salons | The Company’s reportable operating segments consisted of the following salons: March 31, 2018 June 30, 2017 COMPANY-OWNED SALONS: SmartStyle/Cost Cutters in Walmart Stores 1,782 2,652 Supercuts 946 980 Signature Style 1,387 1,468 Mall locations (Regis and MasterCuts) 13 898 Total North American Salons 4,128 5,998 Total International Salons (1) — 275 Total Company-owned Salons 4,128 6,273 as a percent of total Company-owned and Franchise salons 50.7 % 70.3 % FRANCHISE SALONS: SmartStyle/Cost Cutters in Walmart Stores 442 176 Supercuts 1,732 1,687 Signature Style 755 770 Total non-mall franchise locations 2,929 2,633 Mall franchise locations (Regis and MasterCuts) 821 — Total North American Salons 3,750 2,633 Total International Salons (1) 262 13 Total Franchise Salons 4,012 2,646 as a percent of total Company-owned and Franchise salons 49.3 % 29.7 % OWNERSHIP INTEREST LOCATIONS: Equity ownership interest locations 88 89 Grand Total, System-wide 8,228 9,008 ____________________________________ (1) Canadian and Puerto Rican salons are included in the North American salon totals. |
Schedule of summarized financial information of reportable operating segments | Concurrent with the change in reportable segments, the Company recast its prior period financial information to reflect comparable financial information for the new segment structure. Historical financial information shown in the following table and elsewhere in this filing reflects this change. Financial information concerning the Company's reportable operating segments is shown in the following table: For the Three Months Ended March 31, 2018 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 221,926 $ — $ — $ 221,926 Product 49,956 14,931 — 64,887 Royalties and fees — 13,988 — 13,988 271,882 28,919 — 300,801 Operating expenses: Cost of service 132,081 — — 132,081 Cost of product 25,137 12,002 — 37,139 Site operating expenses 31,021 — — 31,021 General and administrative 18,051 6,590 21,086 45,727 Rent 39,094 51 246 39,391 Depreciation and amortization 7,276 92 2,190 9,558 Total operating expenses 252,660 18,735 23,522 294,917 Operating income (loss) 19,222 10,184 (23,522 ) 5,884 Other (expense) income: Interest expense — — (5,095 ) (5,095 ) Interest income and other, net — — 1,785 1,785 Income (loss) from continuing operations before income taxes $ 19,222 $ 10,184 $ (26,832 ) $ 2,574 For the Three Months Ended March 31, 2017 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 237,998 $ — $ — $ 237,998 Product 56,326 7,518 — 63,844 Royalties and fees — 11,636 — 11,636 294,324 19,154 — 313,478 Operating expenses: Cost of service 153,008 — — 153,008 Cost of product 25,499 5,490 — 30,989 Site operating expenses 30,604 — — 30,604 General and administrative 11,883 5,013 28,798 45,694 Rent 45,606 44 171 45,821 Depreciation and amortization 11,195 89 2,292 13,576 Total operating expenses 277,795 10,636 31,261 319,692 Operating income (loss) 16,529 8,518 (31,261 ) (6,214 ) Other (expense) income: Interest expense — — (2,125 ) (2,125 ) Interest income and other, net — — 357 357 Income (loss) from continuing operations before income taxes $ 16,529 $ 8,518 $ (33,029 ) $ (7,982 ) For the Nine Months Ended March 31, 2018 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 680,699 $ — $ — $ 680,699 Product 159,922 37,721 — 197,643 Royalties and fees — 40,847 — 40,847 840,621 78,568 — 919,189 Operating expenses: Cost of service 406,767 — — 406,767 Cost of product 77,628 29,537 — 107,165 Site operating expenses 96,443 — — 96,443 General and administrative 51,822 19,005 58,658 129,485 Rent 146,376 168 736 147,280 Depreciation and amortization 39,224 275 7,265 46,764 Total operating expenses 818,260 48,985 66,659 933,904 Operating income (loss) 22,361 29,583 (66,659 ) (14,715 ) Other (expense) income: Interest expense — — (9,402 ) (9,402 ) Interest income and other, net — — 5,174 5,174 Income (loss) from continuing operations before income taxes $ 22,361 $ 29,583 $ (70,887 ) $ (18,943 ) For the Nine Months Ended March 31, 2017 Company-owned Franchise Corporate Consolidated (Dollars in thousands) Revenues: Service $ 716,698 $ — $ — $ 716,698 Product 173,275 22,514 — 195,789 Royalties and fees — 35,071 — 35,071 889,973 57,585 — 947,558 Operating expenses: Cost of service 454,998 — — 454,998 Cost of product 79,629 16,759 — 96,388 Site operating expenses 95,887 — — 95,887 General and administrative 35,314 15,378 67,613 118,305 Rent 136,499 127 519 137,145 Depreciation and amortization 30,993 268 7,070 38,331 Total operating expenses 833,320 32,532 75,202 941,054 Operating income (loss) 56,653 25,053 (75,202 ) 6,504 Other (expense) income: Interest expense — — (6,441 ) (6,441 ) Interest income and other, net — — 2,136 2,136 Income (loss) from continuing operations before income taxes $ 56,653 $ 25,053 $ (79,507 ) $ 2,199 |
BASIS OF PRESENTATION OF UNAU25
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations, Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018USD ($)salon | Mar. 31, 2018USD ($)salon | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)salon | Mar. 31, 2017USD ($) | Oct. 31, 2017salon | Jun. 30, 2017salon | |
Discontinued Operations | |||||||
Number of salons | salon | 8,228 | 8,228 | 8,228 | 9,008 | |||
Loss from discontinued operations, net of income taxes | $ (10,605) | $ (6,615) | $ (50,973) | $ (12,275) | |||
Non-cash impairment related to discontinued operations | 37,020 | 0 | |||||
Reclassification adjustments for losses included in net income (loss) (Note 1) | 0 | 0 | 6,152 | 0 | |||
Mall-Based Salons and International Segment | Discontinued Operations, Disposed of by Sale | |||||||
Discontinued Operations | |||||||
Working capital and prepaid rent | $ 11,700 | 11,700 | 11,700 | ||||
Accounts receivable reclassified to other assets | $ 8,000 | ||||||
Loss from discontinued operations, net of income taxes | (10,605) | (6,615) | (50,973) | (12,275) | |||
Non-cash impairment related to discontinued operations | 11,700 | ||||||
Loss from operations | 1,200 | 4,000 | |||||
Professional fees | 600 | 6,400 | |||||
Income taxes allocated to discontinued operations | $ 2,940 | $ 0 | 6,412 | 0 | |||
Impairment of assets, disposal group | $ 40,800 | $ 2,300 | |||||
Mall-Based Salons and International Segment | Discontinued Operations, Disposed of by Sale | North American Value and North American Premium Segments | |||||||
Discontinued Operations | |||||||
Number of salons | salon | 858 | ||||||
Mall-Based Salons and International Segment | Discontinued Operations, Disposed of by Sale | International | |||||||
Discontinued Operations | |||||||
Number of salons | salon | 250 |
BASIS OF PRESENTATION OF UNAU26
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Discontinued Operations Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Discontinued Operations | ||||
Loss from discontinued operations, net of income taxes | $ (10,605) | $ (6,615) | $ (50,973) | $ (12,275) |
Mall-Based Salons and International Segment | Discontinued Operations, Disposed of by Sale | ||||
Discontinued Operations | ||||
Revenues | 0 | 99,125 | 101,140 | 320,130 |
Loss from discontinued operations, before income taxes | (13,545) | (6,565) | (57,385) | (12,225) |
Income tax benefit on discontinued operations | 2,940 | 0 | 6,412 | 0 |
Equity in loss of affiliated companies, net of tax | 0 | (50) | 0 | (50) |
Loss from discontinued operations, net of income taxes | $ (10,605) | $ (6,615) | $ (50,973) | $ (12,275) |
BASIS OF PRESENTATION OF UNAU27
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Summary of SmartStyle Restructuring (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2018USD ($)salon | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)salon | Mar. 31, 2017USD ($) | Jan. 31, 2018salon | Jun. 30, 2017salon | |
Restructuring Cost and Reserve [Line Items] | ||||||
Number of salons | salon | 8,228 | 8,228 | 9,008 | |||
Restructuring Charges [Abstract] | ||||||
Long-lived fixed asset impairment | $ 300 | $ 3,200 | $ 9,600 | $ 7,600 | ||
Company-owned | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of salons | salon | 4,128 | 4,128 | 6,273 | |||
Facilities Closing | ||||||
Restructuring Charges [Abstract] | ||||||
Inventory reserves | $ 0 | $ 585 | ||||
Severance | 897 | 897 | ||||
Long-lived fixed asset impairment | 42 | 5,460 | ||||
Asset retirement obligation | 0 | 7,462 | ||||
Lease termination and other related closure costs | 0 | 27,290 | ||||
Deferred rent | 0 | (3,291) | ||||
Total | $ 939 | $ 38,403 | ||||
Facilities Closing | Company-owned | SmartStyle | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of salons | salon | 597 |
BASIS OF PRESENTATION OF UNAU28
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Schedule of Stock-Based Employee Compensation (Details) - shares | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock granted (in shares) | 10,425 | 308,394 |
Performance-based restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock granted (in shares) | 9,960 | 163,572 |
BASIS OF PRESENTATION OF UNAU29
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-Based Employee Compensation, Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,900 | $ 5,100 | $ 6,483 | $ 9,498 |
Former Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 0 | 1,200 | 2,600 | 2,600 |
Awards settled for cash | $ 200 | $ 400 | $ 600 | $ 400 |
BASIS OF PRESENTATION OF UNAU30
BASIS OF PRESENTATION OF UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Long-Lived Asset Impairment Assessments, Excluding Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Long-Lived Asset Impairment Assessments, Excluding Goodwill: | ||||
Long-lived fixed asset impairment | $ 300 | $ 3,200 | $ 9,600 | $ 7,600 |
Facilities Closing | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Asset retirement obligation | 1,500 | 1,500 | ||
Long-Lived Asset Impairment Assessments, Excluding Goodwill: | ||||
Long-lived fixed asset impairment | $ 42 | $ 5,460 |
INVESTMENT IN AFFILIATES_ (Deta
INVESTMENT IN AFFILIATES: (Details) - Empire Education Group Inc - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Investment in affiliates | ||||
Ownership percentage | 54.60% | 54.60% | ||
Investment value | $ 0 | $ 0 | ||
(Unaudited) | ||||
Gross revenues | 32,398,000 | $ 32,660,000 | 97,997,000 | $ 93,715,000 |
Gross profit | 8,856,000 | 10,287,000 | 28,254,000 | 27,429,000 |
Operating (loss) income | (1,003,000) | 554,000 | (142,000) | 336,000 |
Net (loss) income | $ (1,072,000) | $ 425,000 | $ (382,000) | $ (48,000) |
EARNINGS PER SHARE_ (Details)
EARNINGS PER SHARE: (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents included in the diluted earnings per share calculation (in shares) | 541,405 | 409,646 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Awards excluded from diluted earnings per share computation (in shares) | 492,524 | 547,171 | ||
Equity Based Compensation Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Awards excluded from diluted earnings per share computation (in shares) | 550,948 | 2,239,467 | 730,377 | 2,317,889 |
SHAREHOLDERS' EQUITY_ (Details)
SHAREHOLDERS' EQUITY: (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | |
Stockholders' Equity [Line Items] | ||
Stock repurchased during period (in shares) | shares | 585,967 | 585,967 |
Remaining authorized repurchase amount | $ 50.4 | $ 50.4 |
Additional Paid-in Capital | ||
Stockholders' Equity [Line Items] | ||
Increase (decrease) in additional paid-in capital | (6) | |
Stock repurchased during period, value | $ 9.6 | 9.6 |
Adjustments to APIC offset by other stock-based compensation activity | 2.9 | |
Stock-based compensation | $ 6.5 |
INCOME TAXES_ Summary of Income
INCOME TAXES: Summary of Income Tax Benefit (expense) and corresponding effective tax rates (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ 2,225 | $ (3,858) | $ 73,855 | $ (7,317) |
Effective tax rate | 86.40% | 48.30% | 389.90% | 332.70% |
INCOME TAXES_ Additional Inform
INCOME TAXES: Additional Information (Details) $ in Millions | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Income Tax Disclosure [Abstract] | |
Provisional net tax benefit | $ 68.9 |
Release of valuation allowance | 31 |
Remeasurement of deferred tax accounts | $ 37.9 |
GOODWILL AND OTHER INTANGIBLE36
GOODWILL AND OTHER INTANGIBLES: Additional Information (Details) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2018USD ($)reporting_unit | Mar. 31, 2018USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reporting units | reporting_unit | 2 | |
Company-owned | ||
Goodwill, Impaired [Abstract] | ||
Goodwill impairment loss | $ 0 | |
Mall-Based Salons and International Segment | Discontinued Operations, Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Goodwill allocated to discontinued operations | $ 0 | $ 0 |
GOODWILL AND OTHER INTANGIBLE37
GOODWILL AND OTHER INTANGIBLES: Changes in Goodwill (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, net at June 30, 2017 | $ 416,987 |
Translation rate adjustments | 230 |
Derecognition related to sale of salon assets to franchisees | (1,714) |
Goodwill, net at March 31, 2018 | 415,503 |
Company-owned | |
Goodwill [Roll Forward] | |
Goodwill, net at June 30, 2017 | 188,888 |
Translation rate adjustments | 104 |
Derecognition related to sale of salon assets to franchisees | (1,714) |
Goodwill, net at March 31, 2018 | 187,278 |
Franchise | |
Goodwill [Roll Forward] | |
Goodwill, net at June 30, 2017 | 228,099 |
Translation rate adjustments | 126 |
Derecognition related to sale of salon assets to franchisees | 0 |
Goodwill, net at March 31, 2018 | $ 228,225 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLES: Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Amortized intangible assets: | ||
Cost | $ 34,067 | $ 34,020 |
Accumulated Amortization | (23,132) | (22,055) |
Net | 10,935 | 11,965 |
Brand assets and trade names | ||
Amortized intangible assets: | ||
Cost | 8,218 | 8,187 |
Accumulated Amortization | (4,234) | (4,013) |
Net | 3,984 | 4,174 |
Franchise agreements | ||
Amortized intangible assets: | ||
Cost | 9,867 | 9,832 |
Accumulated Amortization | (7,708) | (7,433) |
Net | 2,159 | 2,399 |
Lease intangibles | ||
Amortized intangible assets: | ||
Cost | 14,012 | 14,007 |
Accumulated Amortization | (9,606) | (9,077) |
Net | 4,406 | 4,930 |
Other | ||
Amortized intangible assets: | ||
Cost | 1,970 | 1,994 |
Accumulated Amortization | (1,584) | (1,532) |
Net | $ 386 | $ 462 |
FINANCING ARRANGEMENTS_ Schedul
FINANCING ARRANGEMENTS: Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jun. 30, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 90,000 | $ 120,599 |
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | ||
Debt Instrument [Line Items] | ||
Interest rate percentage | 3.55% | |
Long-term debt | $ 90,000 | 0 |
Line of Credit | Revolving Credit Facility | Revolving credit facility (June 2011) | ||
Debt Instrument [Line Items] | ||
Interest rate percentage | 0.00% | |
Long-term debt | $ 0 | 0 |
Senior Notes | Senior Term Notes, net | ||
Debt Instrument [Line Items] | ||
Interest rate percentage | 5.50% | |
Long-term debt | $ 0 | $ 120,599 |
FINANCING ARRANGEMENTS_ Additio
FINANCING ARRANGEMENTS: Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 90,000,000 | $ 90,000,000 | $ 90,000,000 | $ 120,599,000 | ||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 260,000,000 | 260,000,000 | 260,000,000 | |||
Debt term | 5 years | |||||
Line of credit, increase limit | $ 150,000,000 | 150,000,000 | 150,000,000 | |||
Long-term debt | 90,000,000 | 90,000,000 | 90,000,000 | 0 | ||
Unused borrowing capacity, amount | $ 168,400,000 | $ 168,400,000 | $ 168,400,000 | |||
Interest rate percentage | 3.55% | 3.55% | 3.55% | |||
Proceeds from lines of credit | $ 90,000,000 | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 295,000,000 | |||||
Line of credit, limit increase | $ 35,000,000 | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.25% | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage | 0.40% | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.25% | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (March 2018) | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.85% | |||||
Line of Credit | Revolving Credit Facility | Revolving credit facility (June 2011) | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 0 | $ 0 | $ 0 | 0 | ||
Unused borrowing capacity, amount | 198,500,000 | |||||
Debt face amount | $ 200,000,000 | |||||
Interest expense, debt | $ 100,000 | $ 100,000 | ||||
Interest rate percentage | 0.00% | 0.00% | 0.00% | |||
Line of Credit | Letter of Credit | Revolving credit facility (March 2018) | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 30,000,000 | $ 30,000,000 | $ 30,000,000 | |||
Long-term line of credit | 1,600,000 | 1,600,000 | 1,600,000 | |||
Line of Credit | Letter of Credit | Revolving credit facility (June 2011) | ||||||
Debt Instrument [Line Items] | ||||||
Long-term line of credit | $ 1,500,000 | |||||
Line of Credit | Swingline Loan | Revolving credit facility (March 2018) | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 30,000,000 | 30,000,000 | 30,000,000 | |||
Senior Notes | Senior Term Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 0 | $ 0 | $ 0 | $ 120,599,000 | ||
Interest expense, debt | $ 1,700,000 | |||||
Interest rate percentage | 5.50% | 5.50% | 5.50% | |||
Repurchase amount | $ 124,200,000 | $ 124,200,000 | $ 124,200,000 | |||
Unamortized premium | 1,200,000 | $ 1,200,000 | $ 1,200,000 | |||
Repayments of debt | $ 34,200,000 |
FAIR VALUE MEASUREMENTS_ (Detai
FAIR VALUE MEASUREMENTS: (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 30, 2017 | |
Assets and liabilities measured at fair value on a nonrecurring basis | |||||
Long-term debt, fair value | $ 90,000 | $ 90,000 | |||
Long-term debt | 90,000 | 90,000 | $ 120,599 | ||
Long-lived assets | 300 | $ 3,200 | 9,600 | $ 7,600 | |
Nonrecurring | Level 3 | |||||
Assets and liabilities measured at fair value on a nonrecurring basis | |||||
Long-lived assets | 313 | $ 3,236 | 9,565 | $ 7,622 | |
Senior Notes | Senior Term Notes, net | |||||
Assets and liabilities measured at fair value on a nonrecurring basis | |||||
Long-term debt | $ 0 | $ 0 | 120,599 | ||
Debt fair value | 125,900 | ||||
Debt, gross | 123,000 | ||||
Unamortized discount | 1,800 | ||||
Unamortized debt issuance costs | $ 600 |
SEGMENT INFORMATION_ Additional
SEGMENT INFORMATION: Additional Information (Details) - segment | 3 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 4 |
SEGMENT INFORMATION_ Reportable
SEGMENT INFORMATION: Reportable Operating Segment Salons (Details) - salon | Mar. 31, 2018 | Jun. 30, 2017 |
Franchisor Disclosure [Line Items] | ||
Number of salons | 8,228 | 9,008 |
Equity ownership interest locations | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 88 | 89 |
Company-owned | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 4,128 | 6,273 |
as a percent of total Company-owned and Franchise salons | 50.70% | 70.30% |
Company-owned | North American | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 4,128 | 5,998 |
Company-owned | International | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 0 | 275 |
Company-owned | SmartStyle/Cost Cutters in Walmart Stores | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 1,782 | 2,652 |
Company-owned | Supercuts | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 946 | 980 |
Company-owned | Signature Style | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 1,387 | 1,468 |
Company-owned | Mall locations (Regis and MasterCuts) | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 13 | 898 |
Franchise | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 4,012 | 2,646 |
as a percent of total Company-owned and Franchise salons | 49.30% | 29.70% |
Franchise | North American | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 3,750 | 2,633 |
Franchise | International | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 262 | 13 |
Franchise | Total non-mall franchise locations | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 2,929 | 2,633 |
Franchise | SmartStyle/Cost Cutters in Walmart Stores | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 442 | 176 |
Franchise | Supercuts | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 1,732 | 1,687 |
Franchise | Signature Style | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 755 | 770 |
Franchise | Mall locations (Regis and MasterCuts) | ||
Franchisor Disclosure [Line Items] | ||
Number of salons | 821 | 0 |
SEGMENT INFORMATION_ Operating
SEGMENT INFORMATION: Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||||
Service | $ 221,926 | $ 237,998 | $ 680,699 | $ 716,698 |
Product | 64,887 | 63,844 | 197,643 | 195,789 |
Royalties and fees | 13,988 | 11,636 | 40,847 | 35,071 |
Total revenues | 300,801 | 313,478 | 919,189 | 947,558 |
Operating expenses: | ||||
Cost of service | 132,081 | 153,008 | 406,767 | 454,998 |
Cost of product | 37,139 | 30,989 | 107,165 | 96,388 |
Site operating expenses | 31,021 | 30,604 | 96,443 | 95,887 |
General and administrative | 45,727 | 45,694 | 129,485 | 118,305 |
Rent | 39,391 | 45,821 | 147,280 | 137,145 |
Depreciation and amortization | 9,558 | 13,576 | 46,764 | 38,331 |
Total operating expenses | 294,917 | 319,692 | 933,904 | 941,054 |
Operating income (loss) | 5,884 | (6,214) | (14,715) | 6,504 |
Other (expense) income: | ||||
Interest expense | (5,095) | (2,125) | (9,402) | (6,441) |
Interest income and other, net | 1,785 | 357 | 5,174 | 2,136 |
Income (loss) from continuing operations before income taxes | 2,574 | (7,982) | (18,943) | 2,199 |
Company-owned | ||||
Revenues: | ||||
Service | 221,926 | 237,998 | 680,699 | 716,698 |
Product | 49,956 | 56,326 | 159,922 | 173,275 |
Royalties and fees | 0 | 0 | 0 | 0 |
Total revenues | 271,882 | 294,324 | 840,621 | 889,973 |
Operating expenses: | ||||
Cost of service | 132,081 | 153,008 | 406,767 | 454,998 |
Cost of product | 25,137 | 25,499 | 77,628 | 79,629 |
Site operating expenses | 31,021 | 30,604 | 96,443 | 95,887 |
Franchise | ||||
Revenues: | ||||
Service | 0 | 0 | 0 | 0 |
Product | 14,931 | 7,518 | 37,721 | 22,514 |
Royalties and fees | 13,988 | 11,636 | 40,847 | 35,071 |
Total revenues | 28,919 | 19,154 | 78,568 | 57,585 |
Operating expenses: | ||||
Cost of service | 0 | 0 | 0 | 0 |
Cost of product | 12,002 | 5,490 | 29,537 | 16,759 |
Site operating expenses | 0 | 0 | 0 | 0 |
Operating Segments | Company-owned | ||||
Operating expenses: | ||||
General and administrative | 18,051 | 11,883 | 51,822 | 35,314 |
Rent | 39,094 | 45,606 | 146,376 | 136,499 |
Depreciation and amortization | 7,276 | 11,195 | 39,224 | 30,993 |
Total operating expenses | 252,660 | 277,795 | 818,260 | 833,320 |
Operating income (loss) | 19,222 | 16,529 | 22,361 | 56,653 |
Other (expense) income: | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income and other, net | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations before income taxes | 19,222 | 16,529 | 22,361 | 56,653 |
Operating Segments | Franchise | ||||
Operating expenses: | ||||
General and administrative | 6,590 | 5,013 | 19,005 | 15,378 |
Rent | 51 | 44 | 168 | 127 |
Depreciation and amortization | 92 | 89 | 275 | 268 |
Total operating expenses | 18,735 | 10,636 | 48,985 | 32,532 |
Operating income (loss) | 10,184 | 8,518 | 29,583 | 25,053 |
Other (expense) income: | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income and other, net | 0 | 0 | 0 | 0 |
Income (loss) from continuing operations before income taxes | 10,184 | 8,518 | 29,583 | 25,053 |
Unallocated Corporate | ||||
Operating expenses: | ||||
General and administrative | 21,086 | 28,798 | 58,658 | 67,613 |
Rent | 246 | 171 | 736 | 519 |
Depreciation and amortization | 2,190 | 2,292 | 7,265 | 7,070 |
Total operating expenses | 23,522 | 31,261 | 66,659 | 75,202 |
Operating income (loss) | (23,522) | (31,261) | (66,659) | (75,202) |
Other (expense) income: | ||||
Interest expense | (5,095) | (2,125) | (9,402) | (6,441) |
Interest income and other, net | 1,785 | 357 | 5,174 | 2,136 |
Income (loss) from continuing operations before income taxes | $ (26,832) | $ (33,029) | $ (70,887) | $ (79,507) |
Uncategorized Items - rgs-20180
Label | Element | Value |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents | $ 0 |
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents | us-gaap_DisposalGroupIncludingDiscontinuedOperationCashAndCashEquivalents | $ 1,352,000 |