REGIS CORP
For the period ended Mar 31, 2025. Filed May 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-02-12.
0000716643-25-000010
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-13.
0000716643-25-000021
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 97 previous paragraphs and 98 current paragraphs.
66 unchanged; 28 reworded; 4 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
MD&A includes certain non-GAAP measures. The following items have been excluded from our non-GAAP adjusted EBITDA results: stock-based compensation expense, discontinued operations, one-time professional fees and legal settlements, severance expense, the benefit from lease liability decreases in excess of previously impaired right of use asset, lease termination fees and asset retirement obligation costs.
Current report
For the three and nine months ended March 31, 2025, general and administrative expense increased $0.0 million and $2.7 million, or 0.0% and 8.0%, respectively, primarily due to severance costs of $0.4 million and $2.7 million, respectively. Additionally, the nine month period includes $1.4 million of acquisition costs associated with the Alline Acquisition.
Current report
Company-owned salon expense increased $12.3 million and $12.2 million, or 820.0% and 283.7% for the three and nine months ended March 31, 2025, respectively, primarily due to the Alline Acquisition.
Current report
Income Tax Benefit (Expense)
Removed paragraphs (3)
Previous report
General and administrative expense decreased $0.6 million, or 5.1%, for the three months ended December 31, 2024, primarily due to lower headcount resulting in lower compensation expense, partially offset by $1.2 million of acquisition costs associated with the Alline acquisition. General and administrative expense, for the six months ended December 31, 2024, increased $2.7 million, or 11.9%, primarily due to severance costs of $2.3 million and $1.2 million of acquisition costs associated with the Alline acquisition.
Previous report
Company-owned salon expense increased $0.6 million, or 45.9%, for the three months ended December 31, 2024, primarily due to the Alline acquisition. Company-owned salon expense for the six months ended December 31, 2024, remained consistent with the same period in the prior year.
Previous report
Income Tax (Expense) Benefit
Reworded paragraphs (28)
Previous wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of December 31, 2024, the Company franchised or owned 4,248 locations, primarily in North America. Our locations consisted of 3,925 franchised salons and 323 company-owned salons. Regis’ franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. As of December 31, 2024, the Company had 1,945 employees, of which 1,750 were acquired as part of the Alline acquisition.
Current wording
Regis Corporation (NasdaqGM:RGS) is a leader in the beauty salon industry. As of March 31, 2025, the Company franchised or owned 4,087 locations, primarily in North America. Our locations consisted of 3,776 franchised salons and 311 company-owned salons. Regis’s franchised and corporate locations operate under concepts such as Supercuts®, SmartStyle®, Cost Cutters®, Roosters®, and First Choice Haircutters®. As of March 31, 2025, the Company had 1,860 employees, of which 1,666 were acquired as part of the Alline Acquisition.
Previous wording
The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended December 31, 2024. As of December 31, 2024, and June 30, 2024, the franchise reporting unit had goodwill of $172.4 million and $173.1 million, respectively, and the company-owned reporting unit had goodwill of $16.6 million and $0 as of December 31, 2024, and June 30, 2024, respectively.
Current wording
The Company assesses goodwill impairment on an annual basis, during the Company's fourth fiscal quarter, and between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. An interim impairment analysis was not required in the three months ended March 31, 2025. As of March 31, 2025, and June 30, 2024, the franchise reporting unit had goodwill of $172.2 million and $173.1 million, respectively, and the company-owned reporting unit had goodwill of $12.1 million and $0.0 million as of March 31, 2025, and June 30, 2024, respectively.
Previous wording
Our results are impacted by our system-wide sales, which include sales by all points of distribution, whether owned by our franchisees or the Company. While we do not record sales by franchisees as revenue, and such sales are not included in our unaudited Condensed Consolidated Financial Statements, we believe that this operating measure is important in obtaining an understanding of our financial performance. We believe system-wide sales information aids in understanding how we derive royalty revenue and in evaluating performance. In the six months ended December 31, 2024, a net 152 franchise salons have closed, in addition to the 314 salons acquired as part of the Alline Acquisition, which will reduce future royalty income. The Alline acquisition will increase future company-owned salon revenue and expenses.
Current wording
Our results are impacted by our system-wide sales, which include sales by all points of distribution, whether owned by our franchisees or the Company. While we do not record sales by franchisees as revenue, and such sales are not included in our unaudited Condensed Consolidated Financial Statements, we believe that this operating measure is important in obtaining an understanding of our financial performance. We believe system-wide sales information aids in understanding how we derive royalty revenue and in evaluating performance. In the nine months ended March 31, 2025, a net 301 franchise salons, excluding any impact from the Alline Acquisition, have closed. An additional 314 salons were acquired as part of the Alline Acquisition, which will reduce future royalty income. The Alline Acquisition will increase future company-owned salon revenue and expenses.
Previous wording
During the three and six months ended December 31, 2024, royalties decreased $1.0 million and $1.9 million, or 6.3% and 5.9%, respectively, primarily due to a decrease in franchise salon count and negative same-store sales.
Current wording
During the three and nine months ended March 31, 2025, royalties decreased $2.2 million and $4.0 million, or 14.0% and 8.3%, respectively, primarily due to a decrease in franchise salon count and negative same-store sales.
Previous wording
During the three and six months ended December 31, 2024, fees increased $0.4 million and $0.1 million, or 16.1% and 2.8%, respectively, primarily due to terminated franchise fees related to Alline salons, partially offset by lower option fees and lower rebate fees from franchise product vendors.
Current wording
During the three and nine months ended March 31, 2025, fees remained relatively flat year over year, primarily due to terminated franchise fees related to the acquisition of Alline salons, offset by lower rebate fees from franchise product vendors.
Previous wording
Advertising fund contributions decreased $1.3 million and $2.9 million, or 19.1% and 20.7%, during the three and six months ended December 31, 2024, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.
Current wording
Advertising fund contributions decreased $0.6 million and $3.5 million, or 10.3% and 17.7%, during the three and nine months ended March 31, 2025, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.
Previous wording
During the three and six months ended December 31, 2024, franchise rental income decreased $4.1 million and $7.1 million, or 17.0% and 14.6%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.
Current wording
During the three and nine months ended March 31, 2025, franchise rental income decreased $6.9 million and $14.0 million, or 29.0% and 19.3%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.
Previous wording
During the three and six months ended December 31, 2024, company-owned salon revenue increased $1.7 million and $0.5 million, or 95.6% and 13.5%, respectively, primarily due to the acquisition of Alline.
Current wording
During the three and nine months ended March 31, 2025, company-owned salon revenue increased $17.7 million and $18.2 million, or 1,361.5% and 364.0%, respectively, primarily due to the Alline Acquisition.
Previous wording
Rent expense increased $0.8 million and $0.8 million, or 57.4% and 28.1%, during the three and six months ended December 31, 2024, respectively. The increase is primarily due to lapping of prior year franchisee rent benefit resulting from settlements with landlords for less than previously accrued.
Current wording
Rent expense increased $2.3 million and $3.0 million, or 127.8% and 69.8%, during the three and nine months ended March 31, 2025, respectively. The increase is primarily due to Alline Acquisition salon rent expense.
Previous wording
Advertising fund expense decreased $1.3 million and $2.9 million, or 19.1% and 20.7%, during the three and six months ended December 31, 2024, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.
Current wording
Advertising fund expense decreased $0.6 million and $3.5 million, or 10.3% and 17.7%, during the three and nine months ended March 31, 2025, respectively, primarily due to the decrease in franchise salon count and lower contribution rates.
Previous wording
During the three and six months ended December 31, 2024, franchise rent expense decreased $4.1 million and $7.1 million, or 17.0% and 14.6%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.
Current wording
During the three and nine months ended March 31, 2025, franchise rent expense decreased $6.9 million and $14.0 million, or 29.0% and 19.3%, respectively, primarily due to the decrease in franchise salon count and franchisees signing their own leases.
Previous wording
Depreciation and amortization decreased $0.2 million and $0.1 million, or 29.5% and 9.6%, for the three and six months ended December 31, 2024, respectively, primarily due to other company-owned salon closures, partially offset by the Alline acquisition.
Current wording
Depreciation and amortization decreased $0.3 million and $0.5 million, or 30.0% and 23.8%, for the three and nine months ended March 31, 2025, respectively, primarily due to company-owned salon closures, partially offset by the Alline Acquisition.
Previous wording
During the three and six months ended December 31, 2024, the Company recorded long-lived asset impairment charges of $0 and $0.4 million, respectively, related to the right-of-use asset associated with the corporate office lease. Long-lived asset impairment charges for the three and six months ended December 31, 2023, were $0.2 million.
Current wording
During the three and nine months ended March 31, 2025, the Company recorded long-lived asset impairment charges of $0.0 million and $0.4 million, respectively, related to the right-of-use asset associated with the corporate office lease. Long-lived asset impairment charges for the three and nine months ended March 31, 2024, were $0.0 million and $0.2 million, respectively.
Previous wording
Interest expense was $4.8 million and $9.7 million, which included non-cash interest of $1.2 million and $2.5 million in the three and six months ended December 31, 2024. The $1.3 million and $2.7 million decreases in interest expense for the three and six months ended December 31, 2024, respectively, were primarily due to less debt outstanding compared to the three and six months ended December 31, 2023.
Current wording
Interest expense was $5.1 million and $14.8 million, which included non-cash interest of $1.3 million and $3.8 million in the three and nine months ended March 31, 2025, respectively. The $1.1 million and $3.7 million decreases in interest expense for the three and nine months ended March 31, 2025, respectively, were primarily due to less debt outstanding compared to the three and nine months ended March 31, 2024.
Previous wording
Other, net decreased $0.6 million in the three months ended December 31, 2024, primarily due to an unfavorable currency adjustment. Other, net increased $0.3 million in the six months ended December 31, 2024, primarily due to unclaimed property and corporate office sublease income, partially offset by an unfavorable currency adjustment.
Current wording
Other, net increased $0.6 million in the three months ended March 31, 2025, primarily due to a favorable currency adjustment and corporate sublease income. Other, net increased $0.9 million in the nine months ended March 31, 2025, primarily due to unclaimed property and corporate office sublease income, partially offset by an unfavorable currency adjustment.
Previous wording
During the three months ended December 31, 2024, the Company recognized a tax expense of $0.1 million, with a corresponding effective tax rate of 39.8%, as compared to recognizing a tax benefit of $0.1 million during the three months ended December 31, 2023, with an effective tax rate of 9.6%. During the six months ended December 31, 2024, the Company recognized a tax benefit of $0.1 million, with a corresponding effective tax rate of 5.3%, as compared to recognizing a tax benefit of $0.3 million, with a corresponding effective tax rate of 398.4% during the six months ended December 31, 2023. See Note 5 to the unaudited Condensed Consolidated Financial Statements.
Current wording
During the three months ended March 31, 2025, the Company recognized a tax benefit of $0.0 million, with a corresponding effective tax rate of (0.4)%, as compared to recognizing a tax expense of $0.1 million during the three months ended March 31, 2024, for an effective tax rate of (2.3)%. During the nine months ended March 31, 2025, the Company recognized a tax benefit of $0.1 million, with a corresponding effective tax rate of 6.2%, as compared to recognizing a tax benefit of $0.2 million, with a corresponding effective tax rate of 8.3% during the nine months ended March 31, 2024. See Note 5 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
Income from discontinued operations increased $5.4 million and $6.4 million in the three and six months ended December 31, 2024, respectively, due primarily to receiving proceeds from the sale of OSP related to the number of salons migrating to the Zenoti platform. See Note 3 to the unaudited Condensed Consolidated Financial Statements.
Current wording
Income from discontinued operations decreased $0.1 million in the three months ended March 31, 2025. Income from discontinued operations increased $6.3 million in the nine months ended March 31, 2025, due primarily to receiving proceeds from the sale of OSP related to the number of salons migrating to the Zenoti platform. See Note 3 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
Franchise revenue decreased $6.0 million and $12.2 million during the three and six months ended December 31, 2024, respectively. The decreases in franchise revenue during the three and six months ended December 31, 2024, were primarily due to the decrease in franchise salon count and negative same-store sales.
Current wording
Franchise revenue decreased $9.9 million and $22.1 million during the three and nine months ended March 31, 2025, respectively. The decreases in franchise revenue during the three and nine months ended March 31, 2025, were primarily due to the decrease in franchise salon count and negative same-store sales, as well as lower franchise rental income and lower advertising fund revenues, which provide no contribution margin.
Previous wording
During the three and six months ended December 31, 2024, franchise adjusted EBITDA totaled $6.4 million and $14.4 million, a decrease of $0.2 million and $0.8 million compared to the three and six months ended December 31, 2023, respectively. The decline was primarily due to a decrease in royalties, partially offset by a reduction in general and administrative expenses.
Current wording
During the three months ended March 31, 2025, and 2024, franchise adjusted EBITDA increased $0.2 million to $6.3 million. During the nine months ended March 31, 2025, franchise adjusted EBITDA totaled $20.7 million, a decrease of $0.6 million compared to the nine months ended March 31, 2024. The decrease was primarily due to a decrease in royalties partially offset by a lower general and administration expense structure.
Previous wording
Company-owned salon revenue increased $1.7 million and $0.5 million during the three and six months ended December 31, 2024, respectively. The increases are primarily driven by the Alline acquisition, partially offset by other company-owned store closures.
Current wording
Company-owned salon revenue increased $17.7 million and $18.2 million during the three and nine months ended March 31, 2025, respectively. The increases are primarily driven by the Alline Acquisition, partially offset by other company-owned store closures.
Previous wording
In the three and six months ended December 31, 2024, company-owned salon adjusted EBITDA improved $1.0 million and $1.2 million, respectively, primarily due to the Alline acquisition, partially offset by the wind-down of underperforming company-owned stores
Current wording
In the three and nine months ended March 31, 2025, company-owned salon adjusted EBITDA improved $1.6 million and $2.8 million, respectively, primarily due to the Alline Acquisition, partially offset by the wind-down of underperforming company-owned stores.
Previous wording
As of December 31, 2024, cash and cash equivalents were $10.2 million, with $9.4 million and $0.8 million within the United States and Canada, respectively.
Current wording
As of March 31, 2025, cash and cash equivalents were $13.3 million, with $12.1 million and $1.2 million within the United States and Canada, respectively.
Previous wording
As of December 31, 2024, the Company's borrowing arrangements include a $119.5 million term loan, $2.6 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of December 31, 2024, the unused available credit under the revolving credit facility was $15.7 million, the credit agreement has a minimum liquidity covenant of $10.0 million, and total available liquidity per the agreement was $15.9 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.
Current wording
As of March 31, 2025, the Company's borrowing arrangements include a $119.2 million term loan, $3.9 million of paid-in-kind interest and a $25.0 million revolving credit facility that matures in June 2029. As of March 31, 2025, the unused available credit under the revolving credit facility was $15.7 million, the credit agreement has a minimum liquidity covenant of $10.0 million, and total available liquidity per the agreement was $19.0 million. See Note 9 to the unaudited Condensed Consolidated Financial Statements.
Previous wording
During the six months ended December 31, 2024, cash provided by operating activities was $0.8 million compared to a $6.9 million cash use in the six months ended December 31, 2023. Cash used in operating activities improved year over year due primarily to our lower cost structure in addition to less cash used for working capital.
Current wording
During the nine months ended March 31, 2025, cash provided by operating activities was $7.0 million compared to cash used in operating activities of $7.1 million during the nine months ended March 31, 2024. Cash flows from operating activities improved year over year due primarily to our lower cost structure, less cash used for working capital, and lower cash interest.
Previous wording
During the six months ended December 31, 2024, cash used in investing activities of $10.6 million was primarily due to cash used in the acquisition of Alline of $18.6 million, partially offset by the receipt of OSP sale proceeds of $8.5 million. During the six months ended December 31, 2023, cash used in investing activities of $0.3 million was primarily due to salon capital improvements.
Current wording
During the nine months ended March 31, 2025, cash used in investing activities of $10.9 million was primarily due to cash used in the acquisition of Alline of $18.6 million, partially offset by the receipt of OSP sale proceeds of $8.5 million. During the nine months ended March 31, 2024, cash provided by investing activities of $1.6 million was primarily due to $2.0 million of OSP sale proceeds, partially offset by salon capital improvements.
Previous wording
During the six months ended December 31, 2024, cash provided by financing activities was $7.7 million, primarily as a result of $15.0 million in proceeds from issuance of long-term debt, partially offset by net payments on the revolving credit facility of $5.9 million. During the six months ended December 31, 2023, cash provided by financing activities was $2.3 million, primarily as a result of $4.0 million borrowing under the Company's revolving credit facility, partially offset by $0.5 million of debt repayments and $1.2 million used for debt refinancing fees.
Current wording
During the nine months ended March 31, 2025, cash provided by financing activities was $7.2 million, primarily as a result of $15.0 million in proceeds from issuance of long-term debt, partially offset by net payments on the revolving credit facility of $5.9 million. During the nine months ended March 31, 2024, cash used in financing activities was $1.1 million, primarily as a result of fees associated with our strategic review, partially offset by net borrowings of $1.5 million.
Previous wording
In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through December 31, 2024, the Board has authorized $650.0 million to be expended for the repurchase of the Company's stock under this program. All repurchased shares become authorized but unissued shares of the Company. The timing and amounts of any repurchases depend on many factors, including the market price of the common stock and overall market conditions. During the six months ended December 31, 2024, the Company did not repurchase any shares. As of December 31, 2024, approximately 1.5 million shares have been cumulatively repurchased for $595.4 million, and $54.6 million remain outstanding under the approved stock repurchase program. The Company does not anticipate repurchasing shares of common stock for the foreseeable future.
Current wording
In May 2000, the Board approved a stock repurchase program with no stated expiration date. Since that time and through March 31, 2025, the Board has authorized $650.0 million to be expended for the repurchase of the Company's stock under this program. All repurchased shares become authorized but unissued shares of the Company. The timing and amounts of any repurchases depend on many factors, including the market price of the common stock and overall market conditions. During the nine months ended March 31, 2025, the Company did not repurchase any shares. As of March 31, 2025, approximately 1.5 million shares have been cumulatively repurchased for $595.4 million, and $54.6 million remain outstanding under the approved stock repurchase program. The Company does not anticipate repurchasing shares of common stock for the foreseeable future.
Previous wording
This Quarterly Report on Form 10-Q, as well as information included in, or incorporated by reference from, future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "will," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." These uncertainties include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with Nasdaq listing requirements; our ability to realize the anticipated benefits of the Alline Acquisition; reliance on franchise royalties and overall success of our franchisees’ salons; our salons' dependence on a third-party supplier agreement for merchandise; our and our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or Company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' salons; our ability to maintain and enhance the value of our brands; reliance on legacy information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; our ability to minimize risks associated with owning and operating additional salons; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to implement cost red…
Excerpt shortened here; the source contains the full paragraph.
Current wording
This Quarterly Report on Form 10-Q, as well as information included in, or incorporated by reference from, future filings by the Company with the Securities and Exchange Commission and information contained in written material, press releases and oral statements issued by or on behalf of the Company contains or may contain "forward-looking statements" within the meaning of the federal securities laws, including statements concerning anticipated future events and expectations that are not historical facts. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document reflect management's best judgment at the time they are made, but all such statements are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those expressed in or implied by the statements herein. Such forward-looking statements are often identified herein by use of words including, but not limited to, "may," "will," "believe," "project," "forecast," "expect," "estimate," "anticipate," and "plan." These uncertainties include a potential material adverse impact on our business and results of operations as a result of changes in consumer shopping trends and changes in manufacturer distribution channels; laws and regulations could require us to modify current business practices and incur increased costs including increases in minimum wages; changes in general economic environment; changes in consumer tastes, hair product innovation, fashion trends and consumer spending patterns; compliance with Nasdaq listing requirements; our ability to realize the anticipated benefits of the Alline Acquisition; reliance on franchise royalties and overall success of our franchisees’ salons; our salons' dependence on a third-party supplier agreement for merchandise; our and our franchisees' ability to attract, train and retain talented stylists and salon leaders; the success of our franchisees, which operate independently; data security and privacy compliance and our ability to manage cyber threats and protect the security of potentially sensitive information about our guests, franchisees, employees, vendors or company information; the ability of the Company to maintain a satisfactory relationship with Walmart; marketing efforts to drive traffic to our franchisees' and company-owned salons; our ability to maintain and enhance the value of our brands; reliance on legacy information technology systems; reliance on external vendors; the use of social media; the effectiveness of our enterprise risk management program; our ability to minimize risks associated with owning and operating additional salons; ability to generate sufficient cash flow to satisfy our debt service obligations; compliance with covenants in our financing arrangement; premature termination of agreements with our franchisees; the continued ability of the Company to …
Excerpt shortened here; the source contains the full paragraph.